RWBY: Rise of the Shadow
by MalMaelstrom
Summary: Picking up after the conclusion of Volume 2. The Kingdom of Vale is now faced with the daunting reality that their home is not quite the safe haven it was once thought to be, and even as the Army moves in, something darker and far more sinister than anything anyone has ever faced is coming. Rated Mature for strong language, violence and some gore, and some sexual content.
1. Prologue: The Shadow of Fear

**Prologue: The Shadow of Fear**

_It was the aftermath of a colossal battle between man and monster. The sun was slowly setting upon a den of fear and anxiety, the inhabitants of a great metropolis living in a state of tensed anxiety and panicked fear, the lingering shadow of colossal calamity still upon them despite said calamity having been abated mere hours prior. The sudden invasion of The Creatures of Grimm had been driven back, and the city had been resealed to keep them from re-entering, but now the city and its inhabitants, as well as their defenders, found themselves not in a state of relief or victory, but rather on of edged unease. Their spirits were seeming to set along with the sun, and as the leaders and figures of authority fussed and fretted over the near-catastrophic events that had transpired, three individuals met on the roof of a building within the city, alone and unbothered, to discuss the earlier events of that day._

_"All in all?" A tall, elegant woman with pitch black hair and glowing orange eyes, clad in a red dress that glowed as though embers were woven into it, declared, "_I_ call today a success." _

_"Those stupid kids really made a mess of things." One of her compatriots, a dark-skinned girl with bright green hair and piercing red eyes, protested with a shake of her head. Next to her, a tall young man with dark gray hair and dark eyes nodded in agreement, glaring at the woman in red._

_"Yeah. And a lot of faunus didn't make it out of those tunnels." The woman in red frowned at this, and her brow furrowed in deep thought as he continued, "You really still think the White Fang is gonna listen to us?"_

_"No." A new voice said, making the three of them turn to see an even taller young man in a black suit, a black katana clutched in his hand and a mask covering the upper half of his face, with a pair of small horns on his forehead, with red, windswept hair._

_"But they'll listen to me."_

_Unbeknownst to the group, a pair of cold, menacing eyes watched them all from a distance. Calculating. Analyzing. Planning. _

_And waiting._

**X-X-X-X-X-X-X-X-X-X-X-X**

It was late in the evening, and the sun was setting slowly on the western horizon. Great airships clouded the sky over the city of Vale, their massive, metal-hulled bulks blocking the light of the setting sun and casting massive dark shadows over the city's many buildings, people, and vehicles. The Army of Atlas was moving in, out in its full force for the first time in many, many years.

The Atlesian Knights, specifically the AK-200 models, the latest and most advanced of the mechanized soldiers produced in the Kingdom of Atlas, were being deployed into the city. There were more than six battalions of these robotic warriors disembarking from the massive airships that had brought them all the way down from Atlas, and the reason for their presence was crystal clear. The colossal battle that had taken place just the previous day had visibly shaken all the citizens residing in Vale, both the native residents and the visitors, and now, in the aftermath of the clash between man and monster, General James Ironwood had been put in charge of supervising the Vytal Festival as well as all things security in Vale. In a scant 24 hours, Vale had gone from a peaceful haven and capital of serenity to a den of fear and a pit anxiety. The presence of the battalions of Atlesian Knights in the massive metropolis only enhanced this feeling, and instead of being comforted by the presence of their sheer military force, many of the people in Vale were only more agitated and irked, simply by the reason for their presence. Among these agitated people was one individual in particular, and he had seemed to take in the events of the last 24 hours with a cold, calculating silence, but, in reality, he was as grimly anxious as the rest of Vale.

That individual was Noir Harceleur. Noir was a citizen of Vale himself, though he was not a native. Where he was really from, no one knew, and he claimed that he couldn't remember. He considered Vale his home, however, and that was enough for him. And because Vale was his home, the massive Grimm attack the previous day had left him in deep thought. He was a student at Beacon Academy, and he had personally partaken in the battle alongside teams RWBY, JNPR, and CFVY to defend the place he considered his home, and to keep his comrades safe from harm. Noir was deadly on the battlefield, and with his gun/sword Schwarze Klinge, he had cut down Grimm right and left, not giving ground, nor moving to gain it. He was a stone cold killer, and even some of the older Grimm had been no match for his prowess as a combatant.

However, he was not cold as a person, though his appearance suggested otherwise. Noir was a faunus, and had several physical features of a bat. His skin was deathly pale, almost white, and he had jet black hair that fell a little past his shoulders, with a pair of piercing blood red eyes beneath his brow. His pointed ears protruded from his straight black locks, and each of them had two ear canals, the second pair having membranes that allowed him to close them at will. When necessary, he would open both pairs, providing him with an acute sense of hearing that allowed him to hear things most people could not. His sense of smell was even more acute, and these two hypersenses combined made him very aware of his surroundings, and even if he had been born blind, these senses would have given him enough information about the world around him to function as he normally would. He stood six feet and one inch tall, and his garb was black as his hair, with a billowing trench coat that covered his lean frame, and underneath it, a sleeveless black combat shirt. A pair of form-fitting black pants covered his lower body, with a pair of combat steel toed boots on his feet. From his shoulders sprouted a pair of massive bat wings with a wingspan of 22 feet. These wings were kept flattened to his back, blending almost perfectly with his trench coat, which was tailored with a back zipper to accommodate his wings. All in all, Noir was a rather morbid looking individual with a flat gaze that seemed to pierce one's very soul. Indeed, to most he seemed as cold and dark and morbid as the monsters he'd fought the day before.

He was anything but. Noir only seemed so morbid and cold because he almost never spoke. He was almost always silent, an old habit he had developed from several years spent in solitude. Yet nor was he aloof. He was, quite on the contrary, very observant and even more perceptive. He simply didn't speak because he chose not to. As he saw it, there was no reason to, and without reason, what was the point in action?

Because of this silent nature, his involvement in the Battle of Vale had gone largely unnoticed. But he had noticed things others had overlooked. He had noticed, for example that the dark-haired and orange-eyed girl from Haven Academy accompanied by the green-haired girl and gray-haired boy had not partaken in the battle and yet her compatriots had. The green-haired girl had even spoken to him in the aftermath to compliment his prowess as a fighter. So where had the girl with black hair and orange eyes gone?

Noir was now on the rooftop of the Beacon dormitory building, and he was crouched, overlooking the academy, deep in thought as he contemplated these very observations. He was close friends with the members of Team RWBY, most of them, anyway, and they had already elaborated the events of the previous day, and Noir was beginning to piece together the plan originally put in place by Roman Torchwick: Steal every speck of dust in the kingdom possible, and then turn loose legions of Grimm, and with the Huntsmen and Huntresses ill-supplied and unprepared, the resulting panic would attract more and more Grimm, with the result being the eventual destruction of Vale. It had been, in essence, a brilliant plan, but there had been multiple gaping holes in it. If unleashing the Grimm had been the real plan, what, then, had been the point in hiring White Fang? What had been the point in stealing so much military tech from the Atlas Army? What was the play there?

Noir was quite irked by the many flaws and holes on Torchwick's plan, and he felt there was something else behind it. That there was _someone_ else behind it. He had turned the plan over in his mind multiple times over, and was still profoundly bothered by the gaps in the equation. Even as he began to turn it over one more time in his mind, his thoughts were cut off by a familiar voice.

"Noir? I thought I'd find you up here."

He turned his head towards the source of the voice. It was Ruby Rose. He smiled a little. He'd always liked Ruby. He rather found her to be a very enjoyable person to be around, and her scent told him that she was a fiercely loyal friend and great leader. He nodded to acknowledge her presence though he didn't shift his position.

"Hello, Ruby." His lower mid range voice was soft and laced with an accent much like Velvet Scarlatina's though his wasn't nearly as prominent in his voice and it took a skilled listener to notice it. "What is it?"

"Well, we haven't seen you since yesterday, you've been a bit more...distant than usual. Blake and Yang were wondering what's up, and I was too! What's the gist?" Ruby took care not to mention Weiss; for whatever reason, Noir was never at ease around Weiss and when she had tried speaking to him, she'd been met with silence. Noir just didn't seem to like Weiss.

"I've been thinking."

"About what?"

He didn't immediately reply to this, and Ruby simply waited for him. She'd learned to be patient whenever Noir had his periods of silence, as he was usually bound to speak sometime.

"I've been thinking about the events of the last 24 hours. Something about what happened doesn't feel...right to me," Noir said after a moments of silent contemplation.

"Well...Vale was attacked by Grimm and a train busted through the ground...I don't really think there was anything right about that to begin with."

"It's not that. It's the fact that there were no signs of the White Fang, nor any of the stolen military tech you described. Oobleck may have dispatched the White Fang and they may have turned tail, but that doesn't explain the missing tech. Where did it go? Who could have taken it?"

"Noir, Yang and Blake were asking the same thing this morning. Believe me, they have the same concerns you do..."

"I still feel this ought to be looked into as soon as possible."

"You sound like Blake did when she was spending all that time alone. After the big scene at the docks."

Noir couldn't help but sheepishly smile at this. He remembered that all too well. He'd been the only one who hadn't tried to speak to Blake during that time, but he'd noticed her silence and extended periods of isolation. Even he'd thought it was unhealthy.

"You should come inside, I'm sure Blake and Yang would be willing to discuss it with you..."

"A few seconds ago you implied that'd be a rather redundant conversation."

"Well, all the same...couldn't you come in and at least be around people? I mean, we're your friends! You like us, right?" Ruby seemed pretty anxious to get Noir around other people.

He smiled, actually mildly amused by Ruby's persistence. But then that was one of the reasons he liked her. He grunted a little as he stood up.

"I suppose some interaction would be nice." Ruby seemed excited to have Noir's company as he accompanied her to the RWBY dorm, their appearances and bearings so different, and yet in that moment they seemed closer friends than any two people could ever be.

**X-X-X-X-X-X-X-X-X-X-X-X**

In another part of Vale, Cinder Fall entered her center of operations, her mind working at top speed as she went over the events of the previous day over and over. It had been a grave mistake, hiring Torchwick, as she now realized. He'd taken too many liberties with the plan she had set in place, and he had attracted far too much unwanted attention from those capable of ruining the plan before it ever came to fruition. He had risked a lot to forward the plan, risks she'd advised against, and despite her assertions he had been too rash, too conspicuous, and too egocentric to properly respect her authority. Though perhaps it wasn't necessarily his fault for a team of Beacon students showing up and apprehending him when they had. However, completely disregarding her orders and setting off Phase 2 of her plan the way he did was simply not an acceptable course of action on his part, regardless of what his situation had been. His orders had been to await further instruction after moving the base of operations to the underground city in Mountain Glen. Now, because of what had happened, the White Fang was now in an uproar and it had taken the assuring word of one Adam Taurus, one of White Fang's own and their apparent leader, to convince Cinder that White Fang would remain an asset to her plan. In addition, Torchwick was behind bars now, to be interrogated by none other than General Ironwood himself.

In short, Torchwick had failed, and her plans were now set back rather considerably. She was considerably angry as she began trying to formulate some way to rectify the situation she was now in. She strode into an empty office, angrily slamming her fist onto the desk in frustration, an act of showing emotion she never did in company. "Damn it!"

"You have been doing business with some rather..._unsavory_ characters, have you not, Cinder?" Cinder jumped at the sound of a deep voice behind her, and she felt shivers run down her spine as she heard it. She knew that voice.

"I must say that I am rather disappointed. I do believe I taught you better than that, my dear. But it seems that you are still as liable to fall now as ever."

Cinder shivered as a tall figure gazed at her from the shadows, a man in a black suit. She couldn't see him very clearly but she saw he was broad shouldered and long-haired. And she could see his menacing eyes, cold, calculating, and staring at her from a face she couldn't quite see in the shadows. One eye was icy blue, the other was orange like her own. Those mismatched eyes were all-too-familiar for Cinder, and yet they still gave her chills every time she saw them. And then there was that voice...that soft, and yet deep booming baritone rumble that sounded like the voice of the devil himself, speaking from the frame of a man of unknown age. As Cinder impulsively reached for her weapons the figure's next statement made her freeze.

"Do not bother, Cinder. You already know that will not do you any good." He sounded amused. "Besides. You know full well what I would do in retaliation to such an..._impolite_ gesture." He raised his right hand and, without warning, Cinder's dress lit up of its own accord, without her doing anything. Cinder froze in place, knowing that if she attacked this man, he would ignite the burn dust embedded into her deep crimson dress, and there would be nothing left of her but ashes.

"You have made quite a fine mess of things, Cinder. Roman Torchwick behind bars, and the White Fang in complete uproar? How, prey, tell, did you let this happen?" The man shook his head as though in disappointment. "Roman Torchwick, the White Fang, the Kingdoms...they are all the same in my eye. Living with the illusion that they have control over their own destinies and making a thorough mess of this world. Well, now I am here to clean that mess up."

"W-w-what do you intend to do..." Cinder's voice was actually shaking as she asked this, causing her to, quite uncharacteristically, stutter.

"These..._kingdoms_ have forgotten what the world was before their pitiful union. The time when the world was unsafe no matter where they went or what they did. Vale, especially Vale, lives under the illusion of safety even with the presence of Atlas's Army here."

"What are you talking about? These people don't feel safe at all, they're terrified!"

"And so should they be. Their safe haven was invaded by the very monsters they have been telling scary stories about for centuries. For inspiring such fear, I must give you credit, Cinder, but I am afraid that whatever you have had planned thus far is now, as they say, going to be taking the back seat. From here on in, you are now working for me."

Cinder simply stared at the man, rendered completely speechless by his words. In an instant, her solid authority and plans had just been made meaningless by this man before her.

"The first thing you are going to do is sort out your problem with the White Fang. I do not care what you have to do in order to do so, just get it done, for I will not tolerate anyone standing in the way of my plans. And know this, Cinder. If you so much as even think of betraying me and crossing me, I will have no choice but to kill you. Do I make myself clear?" The man's tone as calm and soft as ever, but as he said this last statement, there was a low growl to his voice from deep in his throat, like a wildcat. Cinder nodded quickly, shaking visibly as she confirmed that she understood. As the towering man walked toward the exit of the room, he stopped for a moment and then looked back at Cinder with a fierce smirk.

"And it would be a shame to kill my own daughter, now would it not?"


	2. Recognition and Reassurance

**Chapter 1: Recognition and Reassurance**

Noir stood perfectly still, unmoving, unblinking, and unyielding as he faced down Pyrrha Nikos, who stood 5 meters in front of him with her own weapons drawn and taking her stance for an offensive attack. Noir stood straight, his gun/blade Schwarze Klinge drawn and held out to his side, the slightly curved black blade perfectly parallel with the floor, his back straight as a poker and his expression flat and emotionless.

Sparring matches had been resumed in preparation for the Vytal Festival Tournament, and this was a particular sparring face-off that had been greatly anticipated by Teams RWBY and JNPR, though most of the other students didn't seem to find it nearly as suspense-inducing as they did. For the rest of the school, this was a clearly one-sided fight, as Noir Harceleur was practically unknown to anyone at the academy and a complete nobody to the other 3 academies, and some even thought he was just an ambitious older student trying to downplay the skill of a renowned and far superior fighter. For Ruby Rose, Weiss Schnee, Blake Belladonna, Yang Xiao Long, Jaune Arc, Lie Ren, and Nora Valkyrie, however, this was the sparring equivalent of the Clash of the Titans. Both first year teams, Pyrrha included, were very well aware of Noir's fighting capabilities, and he was, without doubt, one of the deadliest huntsmen in training at Beacon Academy.

Facing him was an equally renowned individual, Pyrrha Nikos. There wasn't a single student (or teacher) in all of Beacon or in any of the Four Academies for that matter who didn't know of Pyrrha's accomplishments before entering Beacon Academy. Every one of the students, both local and visiting, knew of the legendary Pyrrha Nikos, who had won the Mistral Regional Tournament Championship four years in a row prior to her attendance, and was one of the top students at Beacon Academy. And of course, it didn't hurt that Pyrrha had, mere weeks prior, single-handedly taken all of on team CRDL all by herself, and had single handedly defeated all four of them, quite convincingly.

For nearly all of the students present, this sparring match was undoubtedly in favor of Pyrrha, who faced down Noir with the calm collected demeanor developed over several years, poised for the offensive, prepared for the defensive. However, for Teams RWBY and JNPR, it was very difficult for them to tell who would even have an upper hand in this fight, let alone who would emerge as the victor.

In another part of the stands surrounding the sparring arena, Emerald Sustrai was also watching this match-up with keen interest. She was normally not very interested in the sparring matches, especially not fights between Beacon students. But for this fight in particular, she was leaning forward with her elbows on her knees, her piercing red eyes wide open in anticipation as she looked from one combatant to the other, unable to figure out who was a more skilled combatant between the two of them. She had witnessed the fighting prowess of both students firsthand, and simply put, Emerald was quite convinced this fight would be a stalemate.

The tension between the combatants was high, and yet neither of them moved. Noir remained perfectly still, his trench coat discarded and his wings flattened to his back, his bared pale arms perfectly relaxed even as he held his weapon out to the side, and his blood red eyes were locked with Pyrrha's own emerald green ones, her calm breaths sounding to him as though she was right next to him, and her scent filled his nostrils as every fiber in his body tensed in preparation for a strike. He simply stood there, patiently waiting, his stance indicating neither attack nor defense, and his mind emptied. It was only her and him, facing one another down across the platform they stood on.

Pyrrha was of a similar mindset, clearing her mind of all thoughts and returning Noir's piercing gaze with her own emerald green eyes, her stance quite the opposite of his, being lower to the ground and promoting both offense and defense, her weapon Miló and shield Akoúo out and at the ready in her hands, Miló in the form of a xiphos. She had witnessed Noir in combat before and knew full well whom she was facing. However, at the same time, she was unsure as to whether or not she'd seen everything he was capable of. She didn't know his semblance, for one, and though she knew he wasn't going to give ground, he wasn't going to attempt to gain ground either. She'd seen this on multiple occasions, and wasn't quite certain as to how she was going to get around that. But nothing ventured, nothing gained.

Pyrrha charged first, moving towards Noir quickly and aiming a sword blow at his side, a move she knew was too obvious for her style, but she was improvising from the getgo, and the blow was predictably blocked with ease, Miló's blade meeting Schwarze Klinge's with a small shower of sparks. Almost immediately, Pyrrha followed it through by bringing Akoúo up towards the side of his head, and his eyes twitched only slightly as he leaned backwards only slightly, the shield missing his face by a fraction of an inch, and Noir, at lightning speed spun in a 360, his left foot taking Pyrrha's feet right out from under her. Pyrrha instinctively performed a backwards somersault and stood right back up a mere three feet from where Noir stood. Noir had resumed his original stance as though Pyrrha's offensive hadn't even happened, calm and relaxed as ever, and he hadn't lost or gained even a fraction an inch. Not wasting any time, Pyrrha converted Miló to javelin form and with a staccato crack of its firing mechanism sent it flying straight at Noir as she charged him a second time, and with the same lightning quick movement as before, Noir blocked the weapon, and then caught it right out the air and with a spinning kick sent it right back at her, blocking Akouo as she tossed that at him as well, Pyrrha catching Milo as it came flying at her, and not even breaking pace as she brought Akouo back to her with her polarity, and for a second time, Milo, in sword form, clashed against Schwarze Klinge with a considerably larger shower of sparks than before.

All of this happened in the span of a few seconds, and now the entire auditorium had gone silent, every student watching wide-eyed in anticipation at the intense battle that took place on the platform below. Again and again Pyrrha charged Noir and struck at him, performing combo moves and delivering powerful blows with each charge, but no matter how Pyrrha struck at him, Noir never gave ground, blocking and dodging her attacks and barely even working up a sweat. Even Pyrrha herself was impressed by his prowess, as well as his reserve. He didn't give any ground, and still stood in that same position on the platform as before, and yet he didn't attempt to gain ground either, preferring to let his opponent come to him, and when she backed off, he didn't attempt to pursue her. He simply waited, blocked and avoided, his only offensives so far having been sending Pyrrha's own weapons right back at her, and still he hadn't moved an inch from his spot.

Pyrrha recognized this strategy: he was letting her attack him and not fighting back, slowly but surely wearing her down. She'd seen him do this before, and she had to admit, it was working pretty effectively, as she was now sweating and her breaths were more labored than before. She stood 3 meters from him, catching her breath as the bat faunus simply stood there, having resumed his starting stance and was as calm as ever, a light layer of sweat coating his pale skin. Pyrrha didn't waste much time getting back on the offensive, once again charging Noir with full confidence, not even a little deterred by his evidently flawless defense. She was in for a surprise.

This time, Noir preempted her strike by taking a single step forward and knocking Milo aside and began raining down a series of lighting fast strikes that Pyrrha barely had time to block, forcing her on the defensive as he rained blow after blow on her, not even leaving enough room for her to use her polarity to make him miss. Pyrrha was forced to retreat from Noir's onslaught, unable to find an opening for an offensive move, and this time Noir followed her, knowing he had her on the ropes, and continued to rain blow after blow after blow on Pyrrha at lighting speed. Pyrrha was cornered, and she knew it, and as the never-ending torrent of blows continued, she decided to do what she'd only done once before. As Noir's next blow came at her, she activated her polarity, and instead of waiting until the blow was close she used it to force Schwarze Klinge from Noir's grip and sent it several feet behind her, putting herself between it and the now unarmed Noir. She then wasted no time going back on the offensive and charged, and just as Milo was going to make contact, Noir shocked everyone present. Noir suddenly turned into ashes and in two clouds went right around Pyrrha and reformed three feet behind her, somersaulting as he reformed and grabbing Schwarze Klinge off the ground and bringing it back up to parry Pyrrha's blow. A split second later, a great silence feel on the arena.

Noir was crouched on the ground in front of Pyrrha, the tip of Schwarze Klinge's blade centimeters from her throat. Pyrrha stood over him, her shield arm frozen in mid-block, Milo's tip a quarter-inch from Noir's throat. The fight was a draw.

The auditorium sat in stunned silence for a full 30 seconds before Nora Valkyrie stood and started madly clapping and cheering, and in moments the rest of the auditorium was joining in enthusiastically. Pyrrha, panting slightly, withdrew her weapon and took a few steps back, nodding in respect to Noir. Noir stood, nodding to Pyrrha in mutual respect and sheathing Schwarze Klinge. The lights slowly brightened over them as Glynda Goodwitch approached with her scroll in hand.

"This match is a draw. Well done, to both of you, Mr. Harceleur and Miss Nikos. You both are exceptionally skilled and you will have no problem entering the Vytal tournament," Goodwitch stated, and Noir and Pyrrha both nodded in respect and walked off the platform, joining the other students in the stands. Pyrrha was greeted by Teams RWBY and JNPR with enthusiastic praises, but when they turned to greet Noir he was already gone.

"Hey...where'd the Batman go?" Yang asked in surprise.

Ruby sighed in a resigned manner. She definitely should have seen that one coming. "He disappeared again..."

Pyrrha looked surprised at this. "Again?"

"Yeah, he's been doing that a lot lately," Blake replied, cool as ever but obviously concerned.

Pyrrha quite surprised by this sudden disappearance on Noir's part, especially considering how formal he had been not even minutes ago. "I know he prefers solitude, but this is rather much, even for him."

"He's been spending a lot more time alone since the Grimm attacked Vale," Weiss elaborated, "Royal Bivera told me that he won't even speak to Goodwitch."

"Goodwitch? Why would he wanna talk to her?" Jaune asked

"From what Royal told me, he usually talks to her if something's bothering him, but evidently, he hasn't elaborated whatever's bothering him now to, well, anyone," Weiss replied.

"You don't think he's depressed or something?" Blake asked, concerned.

"No, he said he was just thinking last time I found him alone," Ruby replied, "He said that the Grimm attack bothered him a lot because of the gaping holes in Torchwick's plan."

"We already know there were holes in the plan, why wouldn't he speak to us about it? I mean, aren't we his friends?" Yang inquired.

None of them had an answer.

"Well, whatever his reasons are, I'm sure he knows what he's doing," Pyrrha said optimistically, "Noir's never given any of us a reason to not trust him."

"Yeah, he's a smart guy, I'm sure he's fine!" Jaune agreed.

Blake remained silent and looked away, lost in thought. Noir's actions were starting to sound very uncomfortably familiar to her, and though they didn't say it aloud, the other members of Team RWBY were thinking the same thing. Noir was acting a lot like Blake did earlier that semester.

Meanwhile, somewhere else in the stands, Emerald Sustrai was going over the titanic clash she'd just seen over and over again. Noir's performance had very much intrigued her. What she had noticed in particular was Noir's sheer lack of emotion in combat. It seemed to her that had this been a fight to the death, Pyrrha Nikos would be dead now. Not once in the battle had Noir's flat expression even flinched, and the ferocity with which he'd taken to the offensive was shocking from such a docile individual. And he'd only intentionally attacked after Pyrrha had attempted to attack him multiple times, with each attempt ending in a failure to drive Noir back. He was immovable. And then there was what was undoubtedly his semblance. In less than five seconds he had dissolved himself into ashes, traversed 4 feet, and then reformed exactly as he was before, and had been back on the offensive in another second. And he had done all of this without even cracking a smile. Emerald was very intrigued, very intrigued indeed by this dark faunus. She resolved to tell Cinder about him as soon as she could. She would definitely like this Noir Harceleur person.

Back where Teams RWBY and JNPR were still chatting, Blake was resolved to find Noir as soon as she could. She knew if anyone could talk to him, it was her. She had known Noir as long as any one of them had, and she felt a strange connection to the dark faunus, a connection that transcended that of a friend. Blake cared for Noir very deeply, though she never showed it to the degree she felt she ought to. She couldn't figure out exactly what it was that made her feel so much care for him, nor could she really figure out why whatever it was made her feel the way she did. All she knew was that she cared for him more than she cared for anyone apart from her team, and that she would do anything to make sure he was alright.

No matter what it took, she was going to find him and speak to him, and find out exactly what it was that bothered him so that he felt it necessary to separate himself from someone who cared so deeply for him.

**X-X-X-X-X-X-X-X-X-X-X-X**

Hours later, Noir once again was on the roof of the dormitory building, sitting alone on the edge with a book in his hand as he occasionally bit into the mango he was holding. It was late at night now, long after most of the other students had gone to sleep, and Noir was as wide awake, as ever, the light of the moon as bright as day for him. Late nights were nothing new to him, and he'd learned to pass time by reading, and after a full semester at Beacon he'd read half the books in Beacon's library.

After his match with Pyrrha he'd left as fast as he could, and with his stealth abilities, it hadn't been too hard. Noir had simply not felt like enduring the praise for his prowess as a fighter when all he'd really done in his mind was block and dodge, with one attempt at the offensive. In his mind, the victor of a fight mattered little, as long as the right side won. He hardly cared for sparring, in fact he found it quite wearing and unnecessary, but when Pyrrha had requested him as an opponent as politely as she did, he couldn't have refused her, and had obliged. And he had fought as he always did. Defending his position until his opponent began to wear out, then attacking and not leaving any room for a retaliation. That was how he fought, and it was how he'd always fight, for it symbolized how he was as a person. Noir was patient and calm, and cared more for not giving ground than moving to gain it. Noir preferred close-quarter combat as well, as that was how he'd learned.

Now, hours after the fight, Noir was where he always went when his bat-like nature prevented him from properly sleeping, on the roof of the Beacon dormitory building, reading, and eating his favorite food. When awake late at night this was where he came, and this is where he preferred to be.

"Noir?"

Noir jumped slightly at the sound of a familiar voice and turned around to see who it was. It was Blake, wearing her normal clothes and slowly walking towards him. The cat girl had somehow sneaked up on him without him noticing, something that only Yang had been able to do thus far.

"I knew you'd be up here, there's hardly a night when you're not."

"Blake. I never took you for a late night person," Noir replied as he looked her over. "You look like you're about to head out on a mission."

"So do you, and you're just sitting out here reading. What are you reading, anyway?"

Noir looked at his massive book. "This? It's a book about a man with the ability to control machines with his mind, but the longer he has control over them, the more they begin to take over his mind and control him"

"Sounds like something you'd read," Blake said with a slight grin on her face.

"Meaning what, exactly?" Noir raised an eyebrow at the cat girl.

"Meaning you tend to read a lot of rather dark-sounding fictions. I think the only thing you've read so far that wasn't dark like that was The Third Crusade, and no one carries that anymore," Blake actually smiled at him but her smile quickly dropped when she remembered why she was out here.

"Well I hardly think your reason for finding me out here was to talk about what I was reading. Why were you looking for me, Blake?" Noir inquired.

Blake looked him right in the eyes, her own yellow ones not blinking as they looked into his red ones. "We're all looking for you, Noir. Ever since the attack you've been distancing yourself from everyone a lot more than normal, and even before that you were acting more withdrawn than normal. Why?"

Noir didn't immediately answer, and returned Blake's gaze unblinkingly, his red eyes narrowing a bit as he looked into hers. It was rather evident that this was a conversation he'd have preferred to have avoided having, regardless of who it was with. Blake didn't press for an answer, and simply waited.

Finally after what seemed like forever, Noir answered, "It's not something I'd like to speak about. I simply don't to be around people."

"We're not just people, Noir, we're your friends. We've been trying to find you and find out what's wrong because we're your friends and we care about what bothers you. Why won't you just let us?" Blake insisted.

Noir didn't answer and turned away from her, not wanting to openly speak about what was truly on his mind. "You wouldn't understand, Blake. None of you would."

"Then help us to! Help _me_ to! Noir, you're acting like we're strangers to you, when we're people who are supposed to be there for you! We can't be there for you if you won't let us, Noir."

Noir didn't look at her as she said these things and finally he said, "I recognize the problem, Blake, believe me, I do. However, what I have had on my mind is purely personal and something I feel I should deal with on my own." He turned back towards her, his expression almost sad. "Keeping you all in the dark pains me like you wouldn't believe, because I know you all care, even Ice Queen. I just..." He sighed. "I just can't put my burdens on you and the others. You all have your own that you carry already. You don't need mine, too..."

Blake cut him off by surprising him with a tight hug, wrapping her arms around him and whispering, "That's what friends are for, Noir. We carry our burdens as one. You don't have to carry such weight alone. I tried to, and you know what? I feel far better knowing my closest friends can carry it with me." She pulled back a little and looked deep into his eyes. "You're like a brother to me, Noir. Even if you won't share with the others...at least share it with me."

Noir returned her gaze and after a few moments his gaze turned down, unable to look into those eyes. "Thank you...Blake."

She smiled at him and hugged him again. "Anything for a friend. The others are still awake, and they're anxious to hear from you. Mind coming in? They still want to praise your performance today."

Noir returned her smile and nodded. "Just give me a moment to gather my things."

**X-X-X-X-X-X-X-X-X-X-X-X**

"Emerald? Remnant to Emerald."

"Huh?"

Emerald was sitting in her dorm room with Mercury Black, and she had zoned out. Since the sparring matches she'd been unable to take her mind off thinking about Noir. She had been growing more and more intrigued by the faunus as the day had progressed and had completely zoned out, and Mercury had ended up having to nearly shout to snap her back to reality.

"You've been zoned out for the last ten minutes, what the hell are you thinking about?" Mercury demanded in an annoyed tone.

"Nothing! I'm just tired, that's all," Emerald lied, hoping to dear God that he'd buy it.

"Whatever. I'm just trying to ask you if you've also noticed that we haven't seen or heard from Cinder since that Torchwick guy fucked up all our plans. She told us to fight with the students of Beacon and then we spoke to her about possibly losing White Fang before that Taurus guy showed up, and we haven't heard from her since then."

Now that Emerald thought on it, it had been a while since they'd heard from Cinder, a few days at least. "Do you think she's alright?"

"Knowing her, she's probably fine and just having to deal with some random asshole trying to pick a fight with her or whatever. I'm just tired of waiting for her."

Emerald rolled her eyes. "You're always tired of waiting, and you know exactly what she'd say to that if she were here."

"Hey! Don't get started on me just because you're so eager to please her. Hell! You'd probably go so far as to..."

Mercury was suddenly cut off by his scroll ringing, and he pulled it out to see who was calling. When he saw the name on the scroll, he looked up at Emerald.

"It's Cinder."

Emerald immediately straightened up. "Give it here." Mercury tossed her the scroll, and, eager for to hear from her master, Emerald opened it and hit the 'Answer' button. "Cinder! We've been worried, where are you?"

There was silence on the other end, and for a moment, Emerald thought it was an accidental call. When after a few minutes there was no answer, Emerald was about to hang up when Cinder finally spoke.

"There's been a change in plans."


	3. Reluctant Relaxation Part 1

**Chapter 2: Reluctant Relaxation Part 1**

It was late in the afternoon the next day, and Noir sat alone in Beacon Academy's library, bent over one of the many reading tables within, with no less than four _massive_ textbooks open in front of him, a burgundy leather-bound notebook in his left hand, and a black ink pen in the other, his eyes darting back and forth as he intently read from the books in front of him at an unbelievable speed. Every now and then he would click his pen and jot down something in his notebook and then continue reading, pausing only to take a long swig from a small black thermos that he kept on his belt. He was studying harder than anyone could have guessed he could, whilst once again stealing some time alone someplace quiet where no one would break his concentration, and he'd been at it for over an hour.

Unlike most of the times when he disappeared from the company of Teams RWBY and JNPR, this particular occasion wasn't out of the ordinary, and it was one of the only occasions when no one would attempt to drag him away from his books to make him be around other people. This was because, every weekday, Noir would be in the Beacon Library for a two-hour study session that covered all his class subjects except for sparring, which, of course, could not be done in a library, let alone Beacon's library. Noir was dedicated to his academics, and was working constantly to pass his classes, every ounce of his concentration focused on the four massive tomes in front of him.

Unfortunately for Noir, this time, his concentration wasn't nearly as focused as he normally would have preferred, and his mind was continuing to constantly wander despite his best efforts to stay focused. It wasn't the first time that he had found it hard to focus, there had been multiple occasions like this during his first semester at Beacon where his focus had slipped during his study sessions. Today, however, it was particularly bad, and as he tried harder and harder to remain focused, his mind was turning towards his most unwanted memories, buried within the darkest corners in the depths of his subconscious, and his mind was echoing with agonized cries from the past...

_"Noir! Get us out of here!" came the desperate cry, the girl from whence it came yelling at the top of her voice, a look of panicked fear clouding her beautiful features as she beheld a sea of black shadows surrounding her._

_"Sherry, stay put, I'll be right there!" Noir called to her as he tried to cut his way through the sea of blackness that separated them. "Midas, Check, where are you guys?! I need you guys over here NOW!"_

_"Noir, there are too many...there's far too many...no...no...NO!" Sherry's voice grew more and more panicked as the ring of blackness infused with occasional points of red contracted around her._

_"Just hold on, Sherry! Check, get your ass over here, where the hell are you?!"_

_"NOIR!"_

"Noir?"

A nearby voice snapped Noir back to reality, and he looked around almost frantically before spotting the speaker. It was Topaz Kogamo, a fellow student at Beacon and a faunus like himself, with some of the physical features of a cat. Topaz was dark-skinned, in stark contrast with Noir's deathly pale complexion, and had short black and teal hair with a pair of matching cat ears protruding from his hair. He was garbed in a simple navy blue shirt with a pair of black close-fitting pants and a pair of shoes that looked like a cross between gym shoes and boots. A leather choker adorned his neck and he had two wrist bands, one of each wrist. His eyes were two different colors, one blue, the other black. A teal-furred tail with black spots along its length sprouted out of his black pants and a pair of dual pistols, which could convert into bladed tonfa, were in his belt. In the silence of the library he'd sneaked right up on Noir without him noticing, the second person to do so in less than 24 hours. Noir couldn't help but mentally sigh in frustration. _I'm not sure I'm liking THIS trend...how are people sneaking up on me so much?_

"Noir? You alright?" Topaz inquired, his mismatched eyes showing concern for his fellow faunus.

Noir shook himself a little to clear his head before turning back to his notes, trying to regain his calm demeanor. "I'm fine, Topaz, why?"

Topaz skeptically raised an eyebrow. "Dude. You're a lot paler than normal, and I didn't even think that was possible. You look like you just saw a ghost."

_If you only knew, Topaz._ Noir kept his calm. and looked up at Topaz unblinkingly, his red eyes looking into Topaz's mismatched ones with betraying any emotion.

Topaz sighed a little exasperated. "Noir, bro, I may not know you that well, and you may be unreadable most of the time, but even I know when someone's lying to me."

"As do I," was his emotionless reply.

Topaz actually shook his head at Noir's stubbornness. "Dude! Seriously! You're working way too hard for your own good, and coming from me, that's kinda saying something. But it's not just that, it's the fact that you're not talking to anyone, and I mean anyone. I mean, Royal told me you won't even talk to Professor Goodwitch, and you talk to her about, like, everything! What's your deal, man?"

Noir didn't immediately reply and turned back to his studies. "I need to be ready for our exams, and I need to have all my studies covered."

"And reading dystopian fiction on the roof of the dorms while eating a bowl of mangos qualifies as studying?"

Noir raises an eyebrow. "Been talking to Team RWBY, have you?"

"How would you guess that?"

"They're the only ones who have ever found me on the roof, let alone spoken to me when they found me up there."

"Your point being?"

"Who told you?"

Topaz raised an eyebrow. "What do you mean, 'who told me'?"

"I mean, who told you about my late night habits, because I didn't, and Teams RWBY and JNPR are the only others who know. Well, maybe not all of JNPR, but I'm sure at least half of them know." Noir said all of this as calmly and flatly as he always did, though now he was starting to sound a little amused by the exchange.

Topaz smirked, also amused by their exchange. "Fine, if you must know, Ruby told me. And I'm not the only one she's told."

"Oh?"

"Yeah. Royal knows, Yang knows, Blake knows, Weiss knows..." Topaz immediately stopped talking at the look on Noir's face. "Sorry..."

"Think nothing of it." He said it calmly enough but there was a cold edge to his tone now as he started packing his things. Topaz, despite being deeply unnerved by Noir's cold edge, actually sighed out loud in exasperation.

"What is with you, man?! Seriously! You're fine talking about everyone else, but one mention of Weiss Schnee, suddenly you're all cold and giving off that 'get the fuck away from me' vibe, and, frankly, it's annoying as hell! Why can't you just give her a chance?"

Noir, in a sudden break of composure, actually snarled his reply. "Because she wouldn't do the same for me." And with that he zipped up his duffle and started for the exit. But Topaz wasn't done yet.

"Oh for Christ's sake, Noir, you don't know that! For all you know, she could be the nicest person you've ever met! And yet every time she even looks at you, you act like a preacher yelling 'Begone, Satan!' and turn your back to her! Why, Noir? Give me one good reason why!"

Noir's duffle fell to the floor with a loud thud as he abruptly turned around to face Topaz, his fierce gaze more cold than anything Topaz had ever seen him make. "You want to know why, Topaz?"

"Hell yes, I wanna know!"

"Do you?!"

"I do!"

Noir gave Topaz a piercing gaze, his blood red eyes narrowed almost into slits as he stared down the cat boy. When he spoke, he spoke with a voice of determinedly forced calm.

"How could you not know, Topaz?"

"Huh?" He hadn't expected this as Noir's reply. "What the hell is that supposed to mean, my semblance is bursts of speed, not telepathy..."

Noir turned fully around to face his fellow faunus. "How could you, a fellow faunus, not know why I dislike the Heiress to the largest producer of energy propellant in the world, a company and family notorious for distrusting and disliking our kind, and even using our kind as labor forces?!" By the end of his question, Noir was almost shouting. "How could you possibly ask me a question, like that?!"

Topaz angrily pointed at Noir. "Weiss isn't like that, and you know it!"

"Do I?!"

"YES!" Topaz was legitimately yelling at him now. "She has a faunus as a teammate, she regularly talks to me and Velvet Scarlatina, she's fought alongside all three of us, and you know what? I don't have an issue with her, and neither do Blake nor Velvet! So why do you, Noir?"

Noir had fallen silent, his expression blank and unreadable, and Noir slowly turned away, saying something that left Topaz completely stumped.

"Two immovable objects can not coexist, Topaz. Eventually, one will crumble." And with that, Noir picked up his bag and strode out the library, leaving Topaz standing there, blinking as he tried to grasp what Noir just said.

_Is he saying that he and Weiss are so set in their ways that they can't coexist? What the hell kind of philosophical bullshit is that?!_

Noir was so focused on the floor in front of him that as he strode out of the library he nearly walked head-on into Yang Xiao Long, who was standing outside the Library as though waiting for him, her arms crossing her chest. At the sight of her, Noir was, for a moment, taken completely off guard and turned a deep shade of red for a moment before regaining his composure and straightening up. Such was how it always went when he ran into Yang unexpectedly, for though he would never admit it out loud, he had nursed a soft spot for the blonde over the last several months, and though he'd come close to revealing the truth on several occasions, everyone, Yang included, remained, to Noir's relief, blissfully ignorant.

"That didn't sound like it went too well. Mind telling me what all the yelling was about?" Yang inquired.

Noir, who stood five inches taller than her, looked her in the eyes for a moment and then turned away from her. "I really would prefer not to discuss it right now." As he tried to walk by her however, he felt her grip his arm hard.

"You never discuss anything, Noir, at any time with anyone, and honestly, it's looking like it's starting to mess with you." Yang's expression was one of mingled exasperation and concern. "I mean, seriously, even Blake is finding this bad for you."

"She's certainly one to talk." Noir replied bluntly.

"That's beside the point, Batman. My point is, no one's gonna help you if you don't let them."

"What if they can't help?"

"How would you know that if you don't let someone try?"

Noir fell silent at this. Yang had put the nail to the head, and here Noir was forced to admit his biggest problem, and he had to admit, Yang had a knack for getting people to talk when she needed them to.

"I don't like asking for help, Yang."

"Why's that?"

Noir sighed and turned towards her. "I...honestly don't know. I've just never really felt the need to ask anyone for help on anything."

Yang smiled at him and placed her hand on his shoulder. "Well, I think the first step is to admit you need help, and I can see clearly you need help. Tell you what, Noir. Take a day off. In fact, take today and tomorrow off! Get your mind out the books and just relax for a while! I mean, damn, you look like you haven't seen the sun in decades!"

"Um...my skin is this color naturally, Yang..."

Yang's lilac eyes widened at this. "Oooooh, buddy, we need to get you outdoors, pronto!"

"I really don't think- WHOA!" Noir's protest was cut off as Yang, now gripping his wrist, started dragging him to the door eagerly.

"Shut up, Batman, you're gonna take time to relax whether you want to or not."

Noir sighed and let her drag him along. "There's never any arguing with you, is there."

"Nope!"

Noir rolled his eyes as Yang dragged him along, and moments later they were outside. Noir blinked rapidly as the sunlight his his faunus eyes, eyes capable of seeing perfectly in pitch dark, and as sharp as an eagle's in broad daylight, and yet still forced to adjust with sudden changes. Noir finally managed to pull his hand out of Yang's iron grip as he rubbed his eyes to help them adjust, a gesture that didn't go unnoticed by Yang herself.

"Are you _sure_ you're not a vampire or something, cos you react to light like one," she quipped with a grin, earning herself a raised eyebrow from Noir.

"Vampires only exist in books and movies, Yang, surely you of all people know that," he said bluntly, his eyes fully adjusted as he straightened up. In daylight Yang was even more stunning, and Noir once more had to fight back a blush as he saw her in the light.

"Ugh, you sound like Blake." Yang rolled her eyes as she shook her head, giving Noir an amused grin. "And I thought _she_ was the blunt and brooding one."

Noir actually chuckled at this. "Blake is a lot of things, but blunt? I don't think so, she seems more enigmatic than Lie Ren sometimes." Yang couldn't help but laugh at his.

"I'm her _partner_, Batman, I think I know my own partner a little more than you do." Yang was actually enjoying this conversation with Noir. Noir fascinated her, simply put, and talking to him was always interesting to say the least. He never failed to make her smile, despite it being 100% unintentional. He spoke his mind, and doing so was...she couldn't find a word for it, but it was something.

"Perhaps. I just happen to know a sensitive and secretive individual who's liable to snap at any given second when I see one." Noir was also grinning now. He himself was enjoying the conversation as well, something he didn't do very often, if at all. In fact, Noir was more likely to _end_ a conversation than enjoy it, or even partake in it at all for that matter. Noir was actually enjoying this banter with Yang, someone so generically his opposite in nature and bearing that it was unthinkable to think of them interacting at all.

"Only because you're the exact same way." Yang shot back at him, her grin wider than ever now. "You can't really surprise anyone except by talking, or emoting." Yang relished Noir's reaction as he gave her an 'excuse me?' look that made her want to burst into hysterical laughter. "Me, I'm full of surprises. I'm spon-Yang-eous!"

Noir visibly cringed at the pun, and he shot back with one of his own. "Well, aren't _you _on fire. Maybe they should be calling _you _torch instead of that flamboyant redhead who added 'wick' to the end of it." Noir smirked as Yang's lilac eyes widened at this. This was so unlike Noir to employ puns, or humor in any sense, and this pun, a far more subtle one than hers, and a more clever one it seemed, got under Yang's skin. Only _she _made the puns, damnit!

"Oooooh, look out, we've got a badass over here." Yang shot back sarcastically. "If fire's what you're looking for, Count Blackula, maybe you should take off the trench coat so the sun roasts ya!" Noir just shook his head at this. He couldn't tell which pun was worse, the play on his name or the reference to vampires hating light of any kind, and he couldn't restrain himself from a comeback of his own.

"Oh, thy _fiery_ wit doth set my heart _ablaze_, madam." Noir said it so bluntly and without missing a beat that Yang couldn't help herself, bursting into hysterical laughter that caused a few passersby to turn their heads in their direction.

"He's got the puns, _he's got the puns!_" Yang shouted amidst her hysterical laughter, and Noir winced slightly at the sheer volume coupled with Yang's close proximity. The blonde could be loud when she wanted to be, and in this instance, she definitely was.

"Yang, people are staring..." Noir said in a low voice, in a feeble attempt to lessen the wall of sound battering his hypersensitive ears.

"Don't care, man, Ima laugh as loud as I wanna!" Yang replied bombastically, and shot Noir a winning grin, at which Noir just rolled his eyes again.

"So, putting aside this...pun war, what exactly did you have in mind when you decided to drag me away from the library?" Noir inquired, having already resigned himself to the fact that he wasn't getting out of this.

"Technically, you were already _out _of the library, so, I didn't _drag_ you out of it." Yang grinned at her own smart-alecky comment, earning yet another eye-roll from Noir. It was a wonder he didn't have 360 degree vision, what with all the eye rolling he was doing.

"Just...what are you planning on doing, Yang?" Noir inquired, looking down and shaking his head; a rather obvious attempt to hide his enormous smile. Yang couldn't help but smile as well, honestly enjoying her interaction with the 'big, bad, brooding, bat' that Noir was. It seemed that despite his outward lack of emotion, Noir deep down wasn't anything like he passed himself off to be. And Yang was planning on finding out just what Noir was underneath that dark brooding exterior.

"Well, I heard that they're already setting up the Vytal Fairgrounds, and I was wondering, maybe we could go check it out? See what they're setting up down there?" Yang looked at Noir a bit hopefully. She couldn't explain _what _it was, or _why _she was so adamant on taking Noir out, all she knew was that she wanted to, and she was going to go to any lengths she could to do so. Noir, after a moment, smiled a bit and looked Yang in the eyes.

"I think that'd be nice." Yang's heart leapt at his acceptance, and she found herself pausing for a moment. _Did my heart just leap...? Why...? _Yang shook it off after a moment of contemplation and grinned, reaching in her jacket and pulling out her aviators, flicking them open and donning them.

"Awesome! Come on, my ride's in the garage!" Yang turned and walked towards said garage, grabbing her keys from her belt, a keychain sporting her emblem dangling from the key ring as she spun it around her index finger. Noir watched her and followed, curious to see if they went to what he was sure they did. And sure enough, as they entered the garage, a bright yellow motorcycle with black racing stripes immediately came into view, and Yang made beeline right over to it, grinning back at Noir as she grabbed her helmet and donned it, mounting the bike and patting the back seat. Noir rolled his eyes as he got on the back of the bike, hesitantly placing his hands on Yang's waist as she fired up the engine. Yang, feeling his hands on her, looked back at him with a wide grin. "Touch me anywhere else, and you're walking there after I elbow you in the balls with Ember Celica."

Noir couldn't fight down a blush this time, and he flushed bright red as he caught her meaning, yet he still kept his voice determinedly flat. "I wouldn't dream of it."

"What, am I not _hot_ enough for ya?" Yang smirked at the pun while Noir's blush intensified.

"I...uh..." Noir couldn't figure out a response to this; for the first time in his life he was struck dumb, and Yang couldn't help but laugh at him.

"I'm just messing with you, Noir, don't be so sensitive." Yang laughed as she revved Bumblebee's engine, and a moment later, she and Noir were zooming out of the garage and towards Vale, following a long road down the cliffs that, without the motorcycle would take an entire day to traverse, from the top to the bottom. Noir couldn't stop a smile from spreading across his face as the wind whipped through his black hair, his trench coat flapping in the wind as Yang sped up. It was quite exhilarating, traveling at high speeds down the path, very different from flying. Here, all Noir had to do was let go of Yang and the bike, and he'd go flying off the back end, risking injury and even death by doing so. There was a thrill to such a danger, and Noir couldn't help but contemplate the fact that Yang felt this thrill every time she got on the bike to drive it. It was mind boggling for a cautious individual like Noir.

"Wooohoooo!" Yang whooped in exhilaration as they picked up speed, her long blonde mane of hair flying back in the wind, and her excitement was contagious, for Noir's smile widened, and he got an idea as they rounded the next bend, spotting a rock projection with a slight incline, one that would put them in the air if Yang ramped off of it, and Noir, seeing it, shouted over the roaring wind in Yang's ear.

"Ramp off that projection there, catch some air!" Yang's grin widened as she gunned towards it, increasing speed and momentum, and at top speed ramped off of it, catching air and gaining altitude. Noir, at the moment of ramping off the rock, spread his wings to their full span, catching the air underneath them and turning Bumblebee into a glider. Yang's heart almost leapt out of her chest as the motorcycle stayed in the air for several moments, Noir's grip on her waist and the bike tightening to keep from letting go of both. Yang's adrenaline spiked noticeably as she felt them glide down without losing any speed and whooped even louder than before, looking back at Noir with an exhilarated smile. Noir returned the smile as he nodded to her, the motorcycle nearing the ground. "Gun it!"

"Hell yeah!" Not needing to be told twice, Yang gunned Bumblebee's engine, the wheels spinning at top speed as the bike touched back down on the road, speeding back up as they finally reached the bottom of the cliff road, entering Vale's outer limits. "That...was...AWESOME!" Yang shouted, grinning back at Noir. Noir grinned right back, and held on tightly as Yang pulled up to the sight of the Vytal Fairgrounds. The sight was already being set up in preparation, with multiple vendors already stocked and ready for sales to the many tourists in Vale. Food vendors were firing up the ovens and stoves in preparation, ingredients being prepped, pots and pans and plates and bowls and silverware being washed as thoroughly as possible. The Fairgrounds were being set up fast, ready for the excitement of the festival. All this and more Noir took in as Yang slowed Bumblebee to a stop, shutting off the engine as Noir dismounted, looking around at the vendors being set up.

"Well, they certainly waste no time getting set up." Noir observed as vendor after vendor was erected, the sounds of hammers and power tools filling Noir's ears, allowing him to map out the entire area with his echolocation ability. "At this rate we'll have enough vendors for an outdoor mall."

"Yeah, no kidding." Yang agreed as she looked around with Noir, taking in the sight and sounds along with him. "Hell, it already looks like one as it is, might was well be a theme park or something!"

Noir grinned a bit, and he looked over at Yang with curiosity. "Will Team RWBY be entering the tournament?"

Yang grinned ear to ear. "Hell yeah, we wouldn't miss it for the world! What about you, you gonna enter?"

Noir's smile dropped slightly as she asked him this, and his reply was much closer to the monotonic tone Noir was better known for. "We'll see when the time comes." His change in demeanor didn't escape Yang's notice, and her brow furrowed a little as she saw Noir's smile drop a bit. It confused her, to say the least; what could possibly be so bad about entering the Vytal Tournament that would make his smile drop like that? Yang didn't know, and she wasn't about to ask. Then, she got an idea.

"Hey, you know what, this place is boring right now, why don't we go somewhere a little more fun, eh?" Yang grinned as she moved closer to Noir, who didn't look at her immediately. He seemed lost in thought for a moment before returning her gaze and managing a smile of sorts.

"What place do you have in mind?"

**X-X-X-X-X-X-X-X-X-X-X-X**

"And you're absolutely sure she didn't say why we're meeting her in the old hideout?"

Emerald Sustrai sighed, exasperated This was the fifth time she had been asked this in the last several hours. "For the last time, you were there, Mercury. You heard everything she said, I had the scroll on speaker for Christ's sake!"

"And you still don't find it at all weird that, of all places, we're meeting her in a place that we stopped using for HQ months ago, and you don't find it even a little odd that after 3 days of absence she's suddenly wanting to meet with us out of the blue _and_ telling us there's a change in our plans?"

"Mercury, Cinder always has her reasons for everything she does. We may not always know the reason but there's a reason," Emerald replied calmly.

Mercury sighed, realizing there was no arguing with her. "You women confuse me to no end."

"Which is probably the reason you've never had a girlfriend."

"You're one to talk, you've never dated anyone either."

"At least I don't act like I understand something I don't. Besides, dating's a waste of time that neither of us have."

Mercury smirked knowingly. "Oh, yeah? What about that Noir guy?"

Emerald remained as outwardly calm as ever but deep down she was starting freak out. Mercury was onto her. "What _about_ that Noir guy?"

"Oh, please, ever since you watched him fight Nikos, you've been zoning out for almost hours at a time. Do you _like_ him or something?"

Emerald was thankful to have Cinder for a master, because she'd mastered her acting early on. "Don't be stupid, Mercury. Any _more_ stupid anyway. I just think Cinder ought to know about him."

"Good luck with that..."

"Thanks."

"That was sarcastic."

"I know it was, now shut the fuck up, we're almost there."

The arguing duo fell silent as they approached the familiar warehouse, where Torchwick had been stationed before moving to the underground headquarters outside Southeast Vale. The place was derelict now, the massive crates of dust long gone, the airships within cold and covered in accumulated filth, and the entire hangar within silent. Their footsteps echoed as they walked through it, and as they walked a familiar face finally came into sight.

Cinder was approaching the two, walking as she normally did, but now something was different. Her posture wasn't as prim as it was, and her hair had a very downcast look to it. In addition, there were dark shadows under both of her eyes and her skin had a grayish tinge to it. She looked thoroughly miserable.

Emerald, at the sight of her, waved and began moving quicker towards her master. "Cinder! Where have you been, we've been so worried...about...a-about..." Emerald's pace slowed to a halt and her outburst of joy trailed off when she saw who was behind her.

Walking at a measured pace behind Cinder was a man, a man who towered over Cinder, standing six feet and eleven inches tall, clad in an all-black Armani suit that outlined his powerful build. His long black hair fell to the middle of his back, and was tied back in a slicked ponytail. Every stitch of his garb was completely black, from the suit to the shirt to his tie. At his side was a wicked-looking saber, made entirely of a shining silver metal, with tribal flame-like patterns engraved along its length, and a chain about 18 inches long hung from the pommel. His face was pale like Cinder's, with a completely clean shaven face marred only by a thin scar running down the left side of his face. His eyes were most ominous of all. One of them was orange like Cinder's, tinged with a slight amount of yellow, while the other, in stark contrast, was icy blue. He walked with a steady measured pace as he followed Cinder towards Emerald and Mercury. Though Emerald was able to keep silent, Mercury, as expected, simply couldn't hold his peace.

"Who the hell is _that_?!" Mercury demanded upon seeing the man. Cinder, despite her downcast appearance, gave him a cold glare.

"Quiet, Mercury. I called you two here to meet this man."

"But who the hell _is_ he?! And why can't he speak for himself?"

The man chuckled at this, a deep rumble that sounded like a thunderclap. "I can speak perfectly well for myself, boy. I simply fail to see why I should tell you anything after such a..._rude_ greeting."

"You're gonna get more than a rude greeting if you don't talk!"

"Mercury!" Cinder said sharply, but Mercury ignored her.

"Not gonna talk? Fine!" Mercury charged the man head on, his boots activating as he aimed a powerful kick at the man's face. The man easily side-stepped Mercury's attack and, in the same motion, landed a kick of his own in the small of Mercury's back, sending him rolling across the floor. Dazed, Mercury picked himself up and shook himself off before charging again. This time the man caught Mercury's kick in his right hand and flipped Mercury to the ground, drawing his saber and putting the edge at Mercury's throat as he planted his foot in the middle of Mercury's chest.

"That was very unwise of you, _boy_." The man said it calmly enough but a small hint of anger was there as well, and his deep baritone rumble sent shivers through Emerald's body.

"Fortunately for you, however, you are needed alive, so I am not going to kill you just yet. I need all three of you alive."

Emerald looked at Cinder with wide eyes, silently begging her for an explanation, but Cinder merely shook her head. There was no negotiating with him.

"The three of you will continue to reside at Beacon in the weeks leading to the Vytal festival. You will be regularly updating me on the comings and goings on there, and until told otherwise you will not leave that post."

Cinder then spoke to Emerald and Mercury. "We will be continuing what we were doing before but now we're not looking for certain people to use for our original plan. Now we are looking for possible allies in his."

"Precisely. If you find anyone specific you will gather as much information on them as possible, and you will not tell me of this person until you have gotten enough information necessary." With that he released Mercury, who sat up clutching his chest slightly as he glared up at the man.

Emerald spoke up. "Why are we looking for people to join us?"

"That is not your concern at this time, and you will do well not to delve into subjects that are not for your eyes or ears, is that clear?" was the man's response.

Emerald opened her mouth to protest, but stopped when she saw the look on Cinder's face. Cinder was slowly shaking her head with a sad look in her eyes that Emerald had never seen before, and when the man looked in their direction, she immediately looked down, avoiding eye contact with the man. Emerald, not wanting to cause trouble for Cinder, changed her mind.

"Yes sir."

He seemed satisfied and turned to leave, signaling the end of their meeting, until Mercury spoke up, less hostile than before.

"Could you at least tell us who you are before we leave...?"

The man turned back towards them, a rather amused look on his face, and his deep voice had a slight growl to it when he spoke.

"My name is Erebos Kraid. And I am Cinder's father."

The trio stood in stunned silence as Erebos turned away from them and disappeared into the shadows. Emerald was glad to be with Cinder again, but was now terrified for her life. In a single night the entire world she'd known had been turned upside down.

This was only the beginning.

"Now, come. I have a terrorist organization to claim." And with that Erebos walked past them, towards the exit. As he passed Emerald, his dark aura made her shiver, and she cringed visibly as he eyed her maliciously, a deep-throat growl emitting from him. Emerald backed down, fighting back tears of pure fright as Cinder took her into her arms, trying to comfort the poor girl however she could.

Indeed, Cinder felt she herself could use the comfort as well.

**X-X-X-X-X-X-X-X-X-X-X-X**

A large boulder was pushed aside, clearing the way for General James Ironwood and a battalion of Atlesian Soldiers, both human and mechanical, to push through. Since the Grimm invasion, the General had been doing some digging around. After learning what had happened from Doctor Oobleck and Team RWBY, Ironwood had promptly begun research on Mountain Glen, and it hadn't taken long to discover how much of Atlas's Military Tech had been stolen, from Atlesian Paladins to powerful explosives capable of destroying entire city blocks. Upon learning how much of his army's tech had been stolen, he had promptly assembled a battalion of soldiers to head out towards the former base of operations used by Torchwick, a base that Dr. Oobleck and Team RWBY had confirmed to be used by White Fang as well. Ironwood had wasted no time, and was looking to get to the bottom of this as soon as he possibly could. He couldn't afford not to, especially after the Grimm Invasion mere days prior. It was imperative that whatever this scheme of Torchwick's had been would not repeat itself.

And so he found himself with his men and droids, pushing their way through the subway tunnel that had led to Vale from Mountain Glen. Sections of the subway tunnel roof were completely caved in from the explosives, with gaping holes in the ceiling, through which Grimm had poured in, following the speeding train towards Vale. Now, however, it was eerily silent, and not a single Grimm could be seen, and this bothered Ironwood deeply. This tunnel ought to have been teeming with subterranean Grimm, as well as surface Grimm that had come through the holes in the tunnel ceiling, and yet it was eerily silent. Uneasy and highly on edge, Ironwood gestured to one of the Atlesian Knights.

"Scan for lifeforms, it's too quiet in here." The knight nodded the affirmative and began thoroughly scanning the area, with the other mechanical knights doing so as well. For several long minutes nothing happened, and after thoroughly scanning the area, the first knight shut his scanner off.

"No life forms in the area, general. Not even heat signatures." This was very bothersome to Ironwood, for now his gut was telling him that something was off, and now, he and his men were cautiously proceeding towards Torchwick's former base of operations, which was very much deserted.

"This doesn't feel right...for all intents and purposes this entire area should be swarmed with Grimm, it's a perfect area for it. Yet...there's nothing. All of you stay alert." Ironwood, keeping his back flat to the wall, moved towards a corner, the dark area dimly illuminated by the sunlight shining through the openings in the ceiling of the tunnel, but dimly, very dimly. "And switch to night vision, we don't want to attract suspicion." His soldiers nodded and switched their visors and visual sensors to night vision, with Ironwood donning a night vision visor of his own. The area was unnervingly still, not a single sign of life or movement, and the silence was practically deafening, one of the most eerie silences he had ever heard. It almost felt as though Ironwood and his men were being watched, and as he moved through the deserted base, he could feel eyes on him, and while it wasn't new to feel this, it still raised hairs on the back of Ironwood's nck. Someone, or some_thing_, was there in the deserted base with them, he could feel it in his gut. The suspense in the air was so intense it could be cut with a blunted knife.

_BOOM!_ A gunblast shattered the silence out of nowhere, and burn dust round entered Ironwood's field of vision.

"GET DOWN!" Ironwood yelled, diving out of the way as the deadly projectile sailed past him and into the wall behind him, causing a rockslide that sent rock debris all around the area. As Ironwood rolled back to his feet, another deafening shot rang out, the fired round taking one of the human soldiers' head clean off, his limp body falling to the floor as a figure garbed entirely in black dropped from the ceiling, wielding a weapon seemingly made of some shiny metal, but the lighting was so dim and the figure moved so fast that he couldn't tell what weapon he was wielding. The figure fired multiple rounds in rapid succession, the human soldiers around the area dropping like flies as they tried to fire back at an adversary they couldn't see. Ironwood drew his pistol and, following the figure's movement as best he could, fired at it rapidly, trying to score a hit. The figure clutched its weapon in its right hand, and stopped for a moment, turning towards Ironwood.

In the small moment afforded, Ironwood saw a vivid white mask, marked in purple in several areas, a pair of glowing eyes peering from the eye holes. This was all Ironwood saw before the figure raised its left arm and pointed it directly at Ironwood. The arm seemed to contort for a moment, and then a massive orb of energy blasted right at Ironwood, seemingly from the figure's hand. Ironwood swore as the blast came directly towards him, and he dove out of the way as quickly as possible as the blast slammed into the wall behind him, the cave rumbling as the wall was destabilized. Ironwood had only a moment before the ceiling began to crack and crumble. The figure took one look at the ceiling and threw a handful of objects towards the base of one of the supporting stalagmites, and pressed a button on his wrist. Several explosions rocked the base of the cave as the support crumbled, the ceiling starting to cave in around Ironwood and his men. The figure disappeared seemingly into thin air as the ceiling crumbled, and Ironwood, driven to survive no matter what, flattened himself to the wall behind him, raising his right arm and stopping a massive chunk of the ceiling from crushing him.

Ironwood strained as more and more rubble began to pile on top of him, and as the cave crumbled, he cursed himself for allowing himself to be ambushed. Looking around him, it was clear that it would be some time before he could claw his way out.

As the light was blacked out, Ironwood found himself wondering who the mysterious figure had been.

And why they were in an abandoned base of a nefarious criminal.


	4. Reluctant Relaxation Part 2

**Chapter 3: Reluctant Relaxation Part 2**

Later that same evening, Emerald Sustrai, Cinder Fall, and Mercury Black sat in their guest dormitory at Beacon, Cinder sitting on her bed, one leg crossed over the other, while Emerald sat on her own bed, with Mercury laying on the floor with his nose buried in yet another comic book that he'd gotten from dust knows where. Cinder was leaning forward slightly, her flaming orange eyes narrowed a little, listening intently as Emerald spoke to her about their first possible ally: Noir Harceleur. Emerald had been spending the last 20 minutes or so telling Cinder everything she knew about the faunus, from his fighting style to his appearance. In as much exquisite detail as she possibly could.

That evening, to say the least, had been quite eventful, and even traumatizing. Erebos had taken the three of them to the White Fang HQ where he had announced that he was taking over Cinder's position in command, and to say the least, tensions had exponentially increased. Adam Taurus had been clearly reluctant to accept this change of command, and many of the White Fang had been as well. when one White Fang member had had the gall to flat-out protest, Erebos had decapitated him with a single swing of his wicked blade, Kaji, leaving no doubt in anyone's mind as to who was really in charge now. Adam had reacted with rage, declaring that he would not have anyone killing off members of the Fang, for any reason, which Erebos had inquired to be a challenge. Adam had backed down, but Cinder felt in her gut that it was far from over. Taurus was not one to accept defeat so easily, and Cinder felt in her gut that he'd try something else soon. He was too stubborn, too fanatical. Too brash.

Indeed what really had Cinder on edge was the sudden nature of her dark father's arrival. Where had he been all this time? What had he been doing? Could he have possibly known about Cinder's original plan, the plan that marked the sole reason for her infiltration of Beacon? How much did he know about it? All this and more was on Cinder's mind, and every moment she thought about it, her lack of knowledge regarding what her father's plan was stabbed her heart with an icicle of fear. It truly terrified her to think that he may have been watching her from the beginning, waiting, regarding her and anticipating her every move for the right opportunity to show up. It was a truly horrific thought, and Cinder's blood chilled at the very concept. And it didn't at all help that Emerald and Mercury were now embroiled in it as well. They were in way in over their heads, and there was no way of them knowing it. Cinder felt for the first time in her life a twinge of pity for them, especially Emerald. The poor girl had no idea what she'd gotten into, and Cinder now sat listening to her monologue about their first possible ally, though Cinder felt in her gut that this was not at _all_ the reason for her being stationed at Beacon now.

Cinder sat back on her bed as Emerald finally finished speaking, sitting in deep thought for several minutes while processing what Emerald had said to her in the last 20 minutes. It seemed to Cinder that the individual Emerald had spoken of possessed an unusual amount of darkness within him, and it was quite clear that as a fighter, he felt little to no emotion in combat, and would likely kill without any remorse if such a measure of violence was necessary. His fighting style, according to Emerald, was apparently highly unorthodox, comprising of sword maneuvers that involved spinning his blade by its handle around his wrists, neck, and even his ankles in ways that made it incredibly difficult to keep pace with him. In addition, he had evidently perfected this style and was able to perform those complex maneuvers and combinations thereof at lightning fast speed and with perfect precision, repetitively, and never break his pace or lose possession of his weapon. The only reason he had lost possession of his weapon in his fight with Pyrrha Nikos was because she had used her polarity semblance, in addition to the momentum of his sword arm's movement, to cause it to go flying from his grip. And even then, he'd regained possession of it in mere seconds, thanks to his very unique pseudo-teleportation semblance that allowed him to traverse short distances by dissolving into a cloud of ashes and moving from one spot to another without any visible form of propulsion. His attacks had no discernable pattern, and were seemingly random and improvised, and this made Noir unpredictable, and highly deadly as a result.

As Emerald had hoped, Cinder was finding this individual very intriguing, and was, indeed, quite interested in the possibility of this individual being a possible future ally.

"Are you certain that this Noir Harceleur is a...persuadable individual?" Cinder finally inquired, looking Emerald in the eyes.

Emerald thought upon it for a moment and then sighed a bit. "I'm...honestly not sure. He doesn't speak very often, and he's always managing to disappear for hours on end, and a lot more so since the Grimm got loose in Vale a few days ago."

Cinder thought for a little longer, considering this. "Even so...he seems to be a rather promising prospect."

Emerald sat in silence, patiently waiting for Cinder to say what she was hoping she would.

"We will need more information before we can tell Erebos about this...individual." Cinder looked right into Emerald's red eyes, her own seeming to burn holes in her. "I want you to gather as much information as possible on this Noir Harceleur by any means necessary. If he proves persuadable, then we will let Erebos know."

"Yes, ma'am. I'll definitely do my best." Emerald replied, and though she didn't show it, deep down she was squealing in excitement. She'd been hoping that she'd be ordered to gather information on the faunus, for as one may imagine, by this point she was fascinated with him to the point of obsession, and was eager to do anything to gather information on him.

"And Emerald?"

Emerald looked up at Cinder's mentioning of her name. "Yes, ma'am?"

"Don't get discovered. We are already hard-pressed to stay concealed among the students here, especially since there are only 3 of us, and thus not a full team by their standards."

As though in answer to this statement, Cinder's scroll started ringing, and she immediately answered the call, knowing it was likely to be Erebos.

"Yes?" she answered, and after a few moments she placed the scroll on the bedside table, putting it on speaker. Sure enough, Erebos Kraid's deep baritone rumble emitted from the scroll.

"I will be brief. After thinking on the possibilities of your being stationed at Beacon, I have decided that it is best for the three of you to be joined by my right hand man. He will be joining you in a few moments and he will explain the details when he arrives. He will also ensure that the three of you obey my commands, and hear me now. He is not to be trifled with. I expect a report within 7 days." With that Erebos ended the call, and Cinder, Emerald and Mercury stared at one another for several minutes in silence. None of them were certain as to how they felt about being joined by a fourth individual, a stranger at that, and one close to Erebos.

The three of them jumped at a sudden knock on the door.

"E-e-enter," Cinder managed to say, though her voice was shaking as she waited for whoever it was to enter the room.

The door opened and a boy of about 17 entered the room. He was shocking short at only five feet and six inches tall, and yet he was built powerfully, stocky and athletic. He had vivid green eyes and a head of medium length black hair that was streaked with red and in thick locks turned up at the ends at the back, giving him a very aerodynamic appearance. His garb was black, black jeans and a black t shirt over a long-sleeved black undershirt with a high collar. A large gray inverted cross adorned the front of his shirt and around his neck was a necklace with a matching inverted cross, though this one was red. Black fingerless gloves adorned his hands and a pair of knee guards, each with a single round spike in the middle, adorned his knees. A pair of black shades were on his forehead, and two chains secured by a single padlock served as his belt. His shoes were red, black, and silver, and rather formal looking as well, looking to be more fitting with a suit that with his default garb, and his face was as calm and expressionless as his master's, and his skin was the color of dark polished ebony, as though it reflected the dark aura the Cinder felt emitting from his being.

Cinder stood to greet the stranger. "I suppose you're the one sent by Erebos?" She inquired, and though she didn't show it in front of her own cohorts, she recognized the individual in front of her. _I should have expected this...it only makes sense. If Kraid is here, then it only makes sense for him to be as well._

The boy nodded and spoke in a mid-ranged voice, calm and collected, and with an air of superiority and confidence that he had no doubt picked up from Erebos himself.

"Yes, I am. I am here to ensure that the three of you obey my master's commands and complete your assigned duties. My Lord Erebos says that from now on, you three will answer to me, and I answer only to Erebos himself. In addition, I will assist in retaining the illusion that we are a visiting team from the city of Haven. Cinder Fall will be the figurehead leader, while I am the real leader behind the scenes. Lord Erebos also states that should any of you attempt to betray him, I have his permission to kill you."

A cold, chilling silence filled the room at his words, and Cinder couldn't stop the feeling of helplessness that engulfed her entire being. Erebos was only continuing to undermine her authority in ways that had her wishing the man as dead, though she would never mention such a wish out loud for fear of his wrath, and, apparently, the additional wrath of the boy in front of her.

"Now," the stranger stated, looking at each of them individually, "Are there any questions?" For several minutes, none of them seemed to even have thoughts, simply staring at this stranger in disbelief of their situation, and everything they had planned, all of it, was now obsolete in the face of this new development. When no one seemed to have a question, the stranger turned to exit the room, when Mercury spoke up.

"Hey, I have a question. What are we supposed to call you?"

The boy turned towards them and spoke as calmly as ever. "My name is Remnant. And that is what you shall call me from here on in, that or sir."

Mercury actually burst out laughing at this. "Remnant?! Your name is _Remnant_?!" Mercury thought that was just hilarious. "Wow, dude. You're named after the freaking planet, what a weird..."

Mercury suddenly froze, and Emerald and Cinder could hear Remnant's calm voice...singing? Sure enough, Remnant was singing, a haunting melody that chilled their very bones, and as they listened they heard words:

_"Maintenant vous vous allongez dans le sommeil_

_Quand vous vous réveillez, vous êtes sûr de pleurer_

_Nightmare, oh Nightmare_

_Vos craintes viennent d'être"_

Neither of them knew what this meant, nor why he was singing it at all, until a look of pure horror crossed Mercury's face. The gray haired boy let out a strangled cry as he fell to the floor, his eyes frozen open in horror at what he was seeing, whatever that was. Remnant continued to repeat the words and the melody quietly and soothingly, and it almost sounded like a lullaby, but as they watched Mercury, how his look of horror became more profound with every repeat of the haunting melody, the realization dawned on Cinder and Emerald. Remnant's melody was causing Mercury to hallucinate, to see things, horrible things, terrifying things, things one would only see in their nightmares. Cinder stared in horror at the boy, and Remnant smirked right back at her in return before finally relenting and stopping his torture of Mercury's mind. The gray haired boy lay there on the floor of their guest dorm, sweating profusely and breathing in harsh gasps. Remnant, satisfied that his point was made, turned once again to leave the dorm, and as he neared the door, Cinder shakily asked.

"Is...is that your real name?"

He looked back at her, raising an eyebrow. "My real name is not for one as low as you to know. I was named Remnant by my master when he granted me a purpose. I live to serve the Shadow."

Emerald spoke up, albeit extremely nervously, "Why did he name you after the world?"

Remnant's answer sent chills through each of them. "Because when I die, so shall Remnant." And with that, he strode out of the dorm to complete a mission given to him by his master. As he left, Cinder and Emerald stared at one another, unable to comprehend just how deep the pit was that they found themselves in. Cinder felt more afraid now than she ever had before, a profound fear that she could not keep from chilling every fiber in her body as the haunting melody Remnant sang still echoed in her mind. It seemed that her father wasn't the only monster that now had her and her comrades under his thumb.

Emerald shook herself and kneeled down next to the shaking Mercury, who's breathing had managed to stabilize, but that look of horror remained on his face. Whatever he had seen had put him into a profound state of shock, and Emerald had never seen him so terrified before, even in the face of Erebos. Whatever he'd been forced to see, Emerald didn't want to know. All she knew is that Mercury had, once again, made an ass of himself and paid the price.

"Mercury...why must you always piss off the higher ups?" she asked with a wry smile, and even Mercury managed a small grin. As Emerald comforted her team mate, she sighed.

In addition to this new development, there was still Noir Harceleur to consider. How exactly she was going to get his attention, she had no clue.

Cinder, her brow furrowed, stood from her bed and followed Remnant out the door, following him down the hall and stopping once she had him in her sights. "Remnant."

He stopped, in the process of taking out a mass of black cloth from a black bag over his shoulder. "Do you need something, Cinder?"

She hesitated for a moment before walking towards him. She knew she was on dangerous ground, but she had to speak to him. "I just need to know something. I promise this won't take long." Remnant hesitated for a moment before shoving the black cloth back into his bag and turning to face Cinder fully, raising an eyebrow at her.

"Well I certainly hope it won't, I got shit to do." His demeanor was different now than it had been in the room, and now he seemed to be acting his age, something she rarely saw him do. But then...he always had been a chaotic individual.

"I need to know...why did he bring you here? And why is he having you watch me?" Cinder looked down at Remnant, looking right into his eyes as he gazed right back.

"Well when ya say it out loud, it just sounds gross." He quipped with a smirk, letting that hang in the air for a moment so he could have his joke. Cinder just rolled her eyes, having expected a joke on his part, as whenever he wasn't around his master he was quite known for them. Remnant was silent for a moment before finally saying, "Okay, okay, okay, I won't yap ya ear off. But...seriously." He went right back to his persona from the room, as though switching personalities like switching gears on a bike. "Truth is he told me not to tell you why. I doesn't want you getting ideas. He also told me that you, me, and your two little kids back there will be operating on a 'need-to-know' basis, and if there's anything you don't need to know, then you _won't _know. And that's it."

Cinder looked down at Remnant with a furrowed brow as he said this. This if anything made the situation a whole lot worse, both for her and for the others. After a moment of thought, Cinder's expression changed to one of concern, almost pity, as she continued to look down at him.

"You know you don't really have to do this, Remnant...you never have." Remnant looked away a little uncomfortably, his expression becoming strained as he inhaled deeply, letting out a long sigh.

"You and I both know that I do. I have no choice but to obey his commands. He is my purpose. And he commands my heart and soul." Cinder's heart dropped as she heard this flat and blunt rebuttal. This boy...whatever his service to her father, Cinder had known this boy for years. He had almost been like a brother in a way. A cold, uncaring, and heartless brother, but a brother all the same. And seeing him so hopelessly and needlessly dedicated to her father's service was almost heartbreaking.

Having said his rebuttal, Remnant turned and strode away, disappearing around the corner and leaving Cinder standing by herself.

In that moment, Cinder felt very alone, and very trapped.

**X-X-X-X-X-X-X-X-X-X-X-X**

A heavy dubstep beat shook the walls of the massive nightclub, with electronic synths cutting through the air. Red and white lights lit the massive dance floor and were magnified by the glass pillars lining the floor at regular intervals. Hei Xiong "Junior's" Nightclub was in full swing, and he had stepped up his style considerably, going from heavy techno to dubstep and industrial, hiring a professional dubstep DJ and setting up a massive strobe light wall behind the DJ podium. As the pounding beat vibrated the very air in the club, the people within moved with the music's pounding beat, and Hei Xiong himself, also known as Junior, observed with his signature grin, his eyes hidden by his vivid red shades as he straightened his tie. He was, deep down, glad and relieved that business was still continuing to do well, especially after the recent start of another club in uptown Vale, supposedly run by some bird faunus guy that used to attend the academy. But more than anything, Junior was thankful that the troublesome blonde that had torn up his club before wasn't there at that moment, with his club full of customers and with the lien being raked in from eager customers looking for good drinks and a good time.

As if in answer to this thought, several of his men started yelling for his attention and he immediately facepalmed when he heard the words "It's her!" Of course she'd show up right when he got things going again, and sure enough, the doors of the club burst open and Yang Xiao Long herself strode in, taking in the new style of the club and the crowd of people within with her typical air of smug calm. Noir Harceleur was walking behind her, his massive wings wrapped around him like some kind of high collared robe, concealing most of his face and only showing his eyes and the top of his head, and because of their massive size, they went down to just below his knees, giving him the appearance of someone garbed in a high collared robe. Though he was only doing this because of his situation, being forced into a social gathering, the effect was intimidating, and Junior's men cringed at the very sight of him walking in with Yang, and a few even took cover behind the bar.

Junior sighed and walked out from behind the bar, while the Malachite twins, from their balcony overlooking the dance floor, stood upon seeing him leave his place and began to descend the stairs to join the gathering. Junior had traversed about halfway across the club when he noticed the figure in black standing several paces behind Yang, and immediately froze. The individual had a very familiar look, and yet Junior had never seen him before.

But he had heard rumors. He'd heard rumors of a dark individual with eyes red as blood, hair as black as the midnight sky, and a cold glare that stared into one's very soul, a creature that walked at night, searching for blood and thirsting for it. An individual that even the White Fang didn't want to fuck with. Rumor had it that this creature couldn't be killed, but as far as Junior was concerned if it bled, it could die. Though as he looked at the individual standing next to Yang, he couldn't help but wonder. Was this the creature that had been described to him?

Was that, the six-foot-one tall person behind Yang that stood here, wincing at the incredible volume of the club's music, looking as though he didn't want to be there, the rumored monster known as the Nightstalker?

Meanwhile, Noir was in complete agony as the sheer volume of the club's music pounded against his hypersensitive ears, and he had both hands covering his four ear canals as he yelled out to Yang.

"Couldn't you have picked somewhere a bit quieter?! I can barely hear my own voice!" he yelled out to her as he covered his double-canal ears, his face screwed up in pain even as he blocked out the noise.

Yang spoke cheerfully. "Oh don't worry, you'll get used to it after a while! Besides I know the guy who owns the place. He owes me a drink anyway."

But even as she said this, Junior pointed at the two of them, and yelled, "Stop right there!" Yang looked over at Junior, raising an eyebrow as the music in the club came to a grinding halt. The people on the dance floor immediately backed away at the sight of Yang, and, thankful for the sudden quiet, Noir's massive wings unwrapped from around him and for a moment were spread like angel wings before folding to his back. Junior, upon seeing that, immediately panicked, yelling at his men.

"Stop that man! Whoever he is, don't let him in!" Immediately, dozens of men in black suits and red shades with drawn blades and guns were charging towards them, Yang disbelieving as she looked from Noir to the henchmen. Could it be possible that Noir knew these people? Noir, resigned for the worst, strode forward but stopped when Yang put her hand on his arm.

"What is it, Yang?" he inquired as the armed henchman drew closer.

"Noir, I can handle them if you want. You don't have to hurt any of them. Besides, if you actually injure any of them you won't be let in here again, with or without me."

Noir turned back towards Yang and actually smirked, something she'd never seen him do before, and he calmly said, "Trust me on this one."

With that he turned back towards the charging men, and just as the one closest to him was about to land a sword blow on his head, Noir side stepped, causing the man to fall forward flat on his face. In seconds a second henchmen swung at him from the other side, and again, Noir easily side stepped, and this one landed right on top of his cohort. When two of them attempted to swing from in front and from behind him, he ducked, and their blades clashed over his head harmlessly and the momentum of their swings caused both of them to lose balance and slip on a spilled drink, both of them falling on their backs. In this manner, Noir traversed the dance floor calmly, Junior's henchmen effectively dispatching themselves as Noir dodged every attack, never lifting his hands to strike back or draw Schwarze Klinge. Yang just stared wide-eyed at the "battle" as Noir effectively defeated all of Junior's men by doing absolutely nothing except dodging.

_How the hell is he doing that...he's not even flinching! _Yang couldn't help but feel impressed by Noir's prowess, if it could be called that, as he was barely doing anything. He was just walking and avoiding hits, and he wasn't even breaking a sweat. Within several minutes every one of Junior's henchmen were on the ground, and only then did Noir stop walking, stretching a bit and even popping his neck.

Junior just stood there, appalled. This was beyond embarrassing, even for him. It was one thing to have all his men beaten by a 17 year old blonde girl but seeing them beat each other up with some stranger avoiding their attacks and not even flinching was something else altogether. This was a new low for Junior's henchmen, as well as the club, and now all of Junior's customers were flooding out of the club as the Malachite twins strode down the staircase from their balcony, looking thoroughly annoyed.

Yang, grinning widely, strode down the staircase and joined Noir on the dance floor as he sighed in apparent relaxation, not even a bead of sweat on his brow.

"Well. That certainly helped me loosen up a little." Noir actually seemed fully at ease for once as he strode over to Junior's bar, sitting down and sighing in actual relaxation, something he hadn't felt for a long time. And it was all thanks to the blonde taking a seat next to him, grinning widely.

"Heh, glad to see you're letting off some steam for once, batman," Yang grinned. "You certainly are something else."

"You flatter me, Yang. All I did was dodge." Noir replied, though her complement seemed to please him a bit, and he blushed slightly as he looked away.

Yang smiled and was about to speak again when two familiar voices cut her short.

"Melanie...Who _is_ that?"

"I have no idea, Miltia, but if Junior wants him out then let's get him out."

Noir and Yang turned towards the voices. Sure enough, the Malachite twins, Melanie and Miltiades, were approaching the bar, Melanie standing there a few paces away with her arms crossed while Miltiades approached from behind her, her arm blades out and ready for action, and as they approached, Noir sighed and stood up. It seemed he wasn't quite done making his point after all. Yang also stood, ready for action as the Malachites approached, and once again, Noir waved her down, intending to handle his own problem on his own. Noir sighed as he strode towards them, but just as the Twins made to strike, a lean but stocky young man dropped out of the banisters and blocked both of the Malachites' blows, crouched, his left arm blocking Miltia while his right blocked Melanie's kick. He was about five foot six, with a sharp angled face, a short nose and sharp high cheekbones. A smug, egotistical smirk crossed his face as he held the Malachites at bay, and a fedora hid the rest of his face. He was dressed in a dark chestnut tank top, with red cargo style pants and a pair of running shoes on his feet. With an air of smug confidence he stood up, brushing off the blows with relative ease and turning to face Noir. His smile widened and in a midrange, almost tenor-ranged voice, he spoke.

"I step away for five seconds, five seconds, and you have to go ruining my date. What is this, our freshman year at Beacon again?"

Noir just stood there, staring at the individual, with his red eyes frozen open, his mouth hanging slightly open as the individual in front of him smirked smugly, his shocking blue eyes looking out at him from under his hat through a pair of angle-framed aviator goggles.

"Check...?" Noir managed to say as he struggled with words. Yang, her curiosity peaked, looked from Noir to the stranger and back to Noir. _Does Noir know this guy?_

Then, without any warning, Noir punched Check Cremissi hard, square in the face, sending him a few feet in the air and landing flat on his back as Noir turned and stormed from the club, his normally relaxed demeanor replaced with an expression of raw rage. As he reached the entrance, Check, recovering quickly, caught up to him.

"What? Something I said?" Check inquired, with the same smug air as before, even after getting punched in the face.

Noir actually turned around, his face inches from Check's and, with an uncharacteristically angry glare, snarled, "Fuck off." With that he stormed out the club, spreading his wings and taking flight, rapidly disappearing into the late evening sky. Check, though taking it in his stride, still felt somewhat snubbed as he turned back towards the dance floor but before he could think anything else...

WHAM! A second fist connected with Check's face sending him flying into the middle of the dance floor, landing flat on his back a second time and rolling right into the DJ's stage. Yang, furious, had punched him, hard, and as he shakily stood up, Yang shouted from the doorway.

"Thank for nothing, asshole. You just ruined his first good day in months." With that she put her helmet on and got on her motorcycle Bumblebee, revving the engine and driving off into the night to find Noir. She had never seen him so angry before, and to see him so angry like that actually made her feel concerned for the bat faunus, because she'd never seen anyone piss off the bat the way the stranger had.

Meanwhile in the club, as Yang strode out, Check straightened up and took a good look at her from behind, taking in her figure and frame before nodding in approval. _Nice going, Nightstalker. You've got yourself a REAL nice one._ His thoughts were suddenly cut off as two high healed shoes slammed into his chest, knocking him flat on his back for the third time, and this time pinning him down. As he looked up, he realized the Malachites had him pinned to the ground, and both looked quite angry.

"Uh...girls?" There was a short pause during which neither of the twins said a word. Both of them just glared down at him, one heel each on his chest.

"Girls?"

**X-X-X-X-X-X-X-X-X-X-X-X**

Noir landed on the boarding platform where the airships would normally be, his temper boiling over to a point it hadn't been for a very long time. Seeing Check Cremissi so suddenly after so long, to say the least, had mentally irked him, and had emotionally destabilized him to a point that being around _anyone _wouldn't be very wise on his part. Noir felt anger, rage, hurt, incredulity, and most prominently of all, a primal urge to rip Check limb from limb. The man had been the cause of much pain for Noir, and to see him again brought all that fierce anger back with a vengeance, anger, Noir had been spending the previous year fighting to keep hidden, to keep concealed, and to keep buried away in the depths of his subconscious.

Noir needed to be alone, away from everyone, away from everything. It was the only way he knew how to deal with this burning rage he was feeling. It was the only way he knew how to deal with any emotion, really, and it was difficult for him to want help from anyone. He needed to get away from it all in order to process it all. Otherwise he would lose control, and he dreaded doing so. He hated allowing his anger to control his actions. He hated letting his emotions guide him, for it only led to pain, suffering and death. Several students practically jumped out of his way as he passed them, many of them staring with incredulity as he never even looked at them. One of the students, Coco Adele, upon seeing Noir pass her felt a surge of familiarity from his manner and actions.

_Deja vu...what's got him worked up now? _Coco sighed to herself as she watched him, and found herself momentarily wanting to follow him, but knew this wasn't the right thing to do. Or the wise thing to do.

Noir stormed down the hall of the Beacon dorms, his fury at seeing Check boiling over as he nearly knocked over Emerald Sustrai, who was leaning out to speak to him.

"Hey...Noir, right?" Noir stopped for a moment, taken a little off guard by the sudden greeting despite his boiling temper. Simply out of common courtesy, he felt obliged to respond.

"Yes." He didn't say anything more and just stood there, his red eyes meeting Emerald's for a moment. Emerald, upon seeing Noir's eyes looking right into hers, was forced to look down slightly. Noir's gaze wasn't like hers. While hers was guarded and concealing, Noir's was piercing and fierce, as though shielded with razor blades. Emerald had never seen a gaze like that, not even Cinder. It was as though Noir was looking right into her very soul.

"I've, uh..." Emerald had to take a moment to gather herself before continuing. "I've been wanting to talk to you since the invasion...I mean, you've been kinda distant as of late..."

"An observation I've been hearing a lot lately." Noir's response was cold, edged, and flat, and Emerald shuddered when she heard it, and part of her was already losing hope. Noir, now that Emerald saw him up close, was very intimidating, and it was rather clear that he was _not_ in an accommodating mood. Yet despite this, Emerald couldn't deny that she found him attractive, in a very dark and intimidating way. Noir, unbeknownst to her, could hear her escalating heart rate, and he knew immediately why she was talking to him, and her next question removed all doubt.

"Listen, I..." Emerald inwardly cringed as she began to ask, part of her freaking out at the mere thought of asking this; she'd never even considered the thought of asking this question of anyone, let alone Noir Harceleur, "...I was, uh, wondering if you'd be interested in, maybe, going out, like, for dinner or someth-"

"No." Noir turned his back to her and continued going in the direction he had been. He didn't even let Emerald finish her question and just walked towards the staircase, leaving Emerald looking very put out. As Noir walked away, Mercury spoke from inside the dorm.

"Are you _sure_ you don't want my advice on how to ask a guy out?" Mercury was smirking ear to ear at Emerald's failed attempt at asking Noir out.

"Shut the fuck up, Mercury." Emerald growled as she re-entered the dorm, quite aggravated now. Noir, meanwhile, continued ascending the staircase at a steady pace as he tried to calm down. He continued to seethe in anger from his encounter with Check, and went higher up the dorm building's floors, until finally coming out on the roof, looking forward to the solitude it provided. Unfortunately for him, there was someone already there, waiting for him and looking quite angry.

"Mind telling me what the hell your problem is?" Royal Bivera demanded, her arms crossed as her vivid green eyes narrowed, her long rainbow colored hair flowing down her back as she raised an eyebrow.


	5. The Semblance Of A Shadow

**Chapter 4: The Semblance Of A Shadow**

Elsewhere, down in the City of Vale, a solitary individual stood at the docks on Vale's Northern Harbor, looking out over the water in deep thought, contemplating the events that had taken place in recent weeks. He was considering the enormity of what he had planned for the Four Kingdoms of Remnant, the world after which his most loyal servant was named. He was pondering the chaotic effects of his plan, the sheer destruction it would cause, the lives that would be consumed in the fires of darkness that would soon envelop the world, along with all who lived in it.

And he was, very much so, reveling in it.

Erebos Kraid stood on one of the many long docks that stretched out over the deep blue water, a solitary figure of darkness, a mighty Black King on a colossal chessboard, the boundaries of which would soon spread to consume all that lived in the world. He reveled in the sheer chaos that his plan would cause, the mere thought of it pure ecstasy, the desire to destroy all things all too powerful within his being. But it had to wait, it had to wait. For to lose control now would bring years, decades, in fact, of careful planning to ruin, and all would be wasted. After all, why end it all right then when he had such powerful pawns at his disposal? Remnant, Cinder, Emerald and Mercury...pawns, the lot of them, mere scapegoats, expendable assets for him to dispose of at his leisure. But not now, for he still had much use for them, and he would thoroughly enjoy watching them all play his little game, not knowing that, really, his plan was not a plan at all, but pieces of a gloriously chaotic puzzle, ever changing, ever shifting in shape and consistency, and yet always fitting into place, creating the picture that Erebos envisioned. Oh, yes, he would very much enjoy watching them play, very much indeed.

Approaching footsteps broke Erebos's thoughts, and a familiar scent entered his nostrils as the footsteps began to clunk on the dock behind him. His most loyal servant had arrived, his footsteps breaking his master's thoughts at their sudden sound, garbed in a dark hooded overcoat and a black mask over his face, which he proceeded to remove as he knelt behind his master, and he lowered his hood to expose his black and red-streaked hair, his bright green eyes closing as he bowed his head in reverence and respect to his master.

"My Lord," Remnant stated, this being his required greeting of his master, a greeting which he had practiced on many an occasion and felt absolutely no difficulty reciting now.

Erebos made no move to turn around, but nodded in response to his servant's greeting, acknowledging him by simply stating, "Remnant."

Remnant, at his master's acknowledgment, stood up and straightened his coat, keeping his hood down and his mask removed, for his face was to always be showing to his master, he who had dragged him from the pit of Hell and had given him a new life and a new purpose for which to live it.

"My Lord," he said, "I have successfully obtained information pertaining to the whereabouts of the one known as Neopolitan, and I am ready to proceed with my mission. All I need to know are your orders, my Lord. Do you order capture? Or termination?" Remnant said these things with an air of confidence he had picked up in his training with Erebos, though in the presence of the man himself, it was considerably less than it had been in the presence of Cinder Fall, who for all her confidence and elegance, quailed in fear in the face of her dark father.

For a few moments, Erebos did not reply, remaining perfectly still where he stood. He seemed to be considering his servant's report and he had the baring now of man prepared to reward or punish. Finally, he inquired, "Has Roman Torchwick's former base of operations in Mountain Glen been neutralized and sealed off?"

Remnant winced slightly, for this was one subject in particular that he was rather more than certain he was going to be punished in some way over. Indeed, his air of confidence was noticeably less than before as he replied, "I ran into a minor hiccup in the process of doing so, but yes, it has been done."

For several minutes, Erebos was silent, and as Remnant waited for his master's reply, he sensed a change in his master's aura. It was thickening and darkening, like coagulated blood, and it was becoming almost suffocating like smog. His master, it seemed, was less than pleased by this report. No surprise there.

After several agonizing minutes of silence, Erebos spoke, "What kind of minor hiccup?"

Remnant's air of confidence was gone completely now as he replied, "It seems that they were expecting someone to return to the base, and so they had the Military's Atlesian Knights waiting in an ambush for any who attempted to return." Remnant bowed his head, fear slowly taking him as he said this, "I more than took care of them, Master, and if I didn't kill them all, they are blocked off, trapped in the underground tunnel forever..." he trailed off as Erebos's angry aura thickened even more. His master was not pleased, not in the slightest.

"Did you see them die yourself?" the imposing monster of a man inquired, his deep voice as calm as ever, however now a hint of a growl was underlying that calm tone.

"I had no time to..." Remnant replied, hoping against hope to high heaven his master would not be angered further by this, "The cave began to collapse after I cut everything into shambles and blasted them to flames...Master, no one survives a mission you send me on, and no one ever will..." The teen was almost pleading now, frightened by his master's anger.

"Silence." This one word from Erebos immediately shut Remnant up. He was in for it now.

Erebos finally turned towards his servant, and in one smooth motion struck Remnant right across the face with a backhand, the force of the blow knocking Remnant off his feet and sprawling on the dock.

"You young fool!" Erebos snarled, "It is not enough if you do not witness their demise! Do you realize what you have done? Do you realize the loose end you left, fool? Any one of those individuals you trapped down there may be alive! Any one of them might even dig their way out, and for all you know, they already have! What, prey, tell, did I tell you when I gave you this mission?!"

"D-destroy all evidence...and, if any...kill all witnesses..." Remnant's voice was now shaking in fear of his enraged master, regretting ever having come here to see him.

"Precisely. No. Loose. Ends." The growl underlying Erebos's baritone rumble was more than apparent now, his anger palpable as he stood over his trembling servant, "Fortunately for you, Neopolitan is a looser end that must be dealt with immediately. Find her, track her down as quickly as you can. Your primary objective regarding Neopolitan is to capture her and imprison her. If she proves too much of a loose cannon and liability, then you have my permission to kill her. In the meantime,_ I_ will handle your sheer _idiocy_ in Mountain Glen." He looked down at Remnant with a scorching glare that would have made an alpha deathstalker shrivel and die of fear. "For your own sake, you had better pray that they _are_ all dead."

Remnant slowly got back to his feet, spitting out a mouthful of blood into the water below the docks before finally managing to say, "Yes, my master."

"Now get out of my sight." Erebos turned back towards the water, folding his hands behind his back as Remnant also turned to leave, quickly walking away and rubbing his chin.

Before he had even left the dock, Erebos, without turning around, spoke once more, "And Remnant?"

Not turning around, Remnant stopped dead in his tracks. What could his master want now? "Yes, my Lord?"

Without turning around, Erebos gave Remnant a warning, "Watch your step around the individual whom you call 'The Nightstalker.' He is not what he seems, and not to be underestimated."

**X-X-X-X-X-X-X-X-X-X-X-X**

Meanwhile, back on the rooftop of the Beacon Dormitories, Noir Harceleur found himself face to face with Royal Gené Bivera, a member of Team TRRF (turf; led by Topaz Kogamo), and a girl who was standing 3 yards in front of him, dressed casually in a white sleeveless shirt, matching capri pants and a pair of white high top sneakers, her hair streaked with every color in the rainbow.

But these streaks of beautiful color in Royal's hair were not artificial. Her mid-thigh-length hair was one of the most unique heads of hair Noir had ever seen. From the top of her forehead to the tip of her crown, her hair shined in every shade of red imaginable, flowing together seamlessly and perfectly. From her crown to her neck the red slowly flowed into orange, and at her shoulders it was yellow. From there to mid-spine it flowed into green and at her waist it flowed into blue, with the tips of her lovely locks flowing into deep purple at the knees. Her hair was not dyed. This was simply how her hair looked. How her hair looked like this, no one knew, and who her parents were, no one knew either, for she had grown up an orphan.

Like her hair, her wide eyes also flowed through the color spectrum, however unlike her hair, her eyes were one color, but constantly fluctuating, from green to yellow to orange to red to purple to blue, spanning every possible shade in the color spectrum. Her eyes made a full cycle through the color spectrum every 17 hours, the changes being slow but steady. It was for her unique eyes that she had been named, her name being an anagram for the colors of the rainbow. Red, Orange, Yellow, Green, Blue, Indigo, and Violet. **ROY**al **G**ené **BIV**era. Royal was an object of fascination at Beacon, for students and teachers alike, for as far as anyone knew, she was one of a kind, with hair and eyes being palpable representations of what defined their entire generation, the basis of art itself. Royal took this attention in her stride and was unashamed of her beautiful hair, purposefully wearing all white clothing to call immediate attention to her unique beauty.

She now stood 9 feet in front of Noir, who contrasted starkly in his sheer lack of color that went right down to his name, black. The two were very much opposites, and yet they were very close friends, Royal being one of the few people at Beacon that truly understood him, through and through. Royal was very much like a sister to Noir, and it was because of this close friendship that she now she stood in front of him, her arms crossed across her medium-sized chest, her eyes, now a vivid shade of green, narrowed as she stared down the bat faunus with a disapproving look.

"Mind telling me what the hell your problem is?" she demanded, with the air of a sister preparing to slap some sense into her brother.

Noir simply stood there, raising an eyebrow at her as she demanded this, his rage at Check Cremissi still fresh in his mind as he returned Royal's narrow-eyed glare, not even slightly intimidated by her glare; on the contrary, her unique beauty made it rather difficult to take her anger seriously. After a few moments Noir turned away, snarling, "I'd rather not discuss it right now..."

Before he could move to leave the roof, Royal closed the distance between them and grabbed him by the collar of his trench coat and yanking him back towards her, using her leg to trip him up. Noir barely shifted his wings in time as he landed flat on his back, Royal's foot planting firmly on his chest and holding him down as she glared down at him.

"Wrong answer, Batman. I just got a call from Yang telling me that you stormed out of Junior's Nightclub after punching some guy named Check in the face and telling him to fuck off. You didn't tell Yang where you'd be, you didn't thank her for taking you out, and you never even said good bye to her before you stormed out. What the fuck is your problem, Noir?!" The rainbow girl looked ready to kick his ass right there on the roof.

Noir looked right back up at her, silent as ever. There was simply no arguing with her, and it was obvious that she wasn't going to let him up until he told her the truth.

"The man I punched is named Check Cremissi. He is an old classmate of mine from my first year at Beacon, and I haven't spoken to him in nearly a year. Now will you let me up?" Noir said flatly.

"Not until you tell me why you punched him and left Yang hanging." was her reply.

"Well I won't exactly be able to concentrate with your foot on my chest, Royal. Now do you want me to explain myself calmly, or do you want me to break your foot off, because right now I'm angry enough to do just that, and unless you give me a chance to calm down, I won't be very accommodating." The blunt and flat tone with which he said this shocked even Royal, for even she had never seen nor heard him so angry before.

"Noir..." Royal stopped herself, knowing that as stubborn as she was, Noir was far more stubborn, to the point of idiocy, and in his current state of anger, perhaps it was best to let him calm down. Royal consented to remove her foot from his chest and stand a few feet away, however her intense gaze did not waver from Noir's.

She waited patiently for Noir to finish calming himself as he stood, tenderly rubbing the spot on his chest where she'd pinned him with her foot. He took several moments to fully calm down, slowing his breathing and lowering his heart rate as much as he could. As he slowly calmed down, Royal decided it safe to continue speaking to him.

"Okay, Noir, let's get this whole thing straight. You and Yang went to Junior's club together to relax. Everything went fine until you met a man who you apparently know, and then you greeted him by slugging him in the face, snarling at him, and then storming out of the club and flying away. Why? What the hell could have possibly warranted such a hostile greeting? Who the fuck even is Check Cremissi?"

Noir inhaled deeply before returning Royal's gaze his own now flattened, but the flatness an emotionlessness of his gaze not quite reaching his eyes. He then said, "Check Cremissi...was a member of my team back in my first year of Beacon. In fact he was the team leader. And my partner."

Royal's eyes widened at this bit of information. Never before had she or anyone else at Beacon heard Noir even mention his partner or team. This was the first she or anyone else for that matter had ever heard him mention he had a team. As she processed this information, Noir continued.

"Check and I partnered up during our initiation. We came from very different backgrounds, and were very different people. We were partnered up after I saved his life, and he soon afterwards returned the favor by saving mine. When we completed our initiation, we were teamed up with Midas Turo and Sherry Vulpa, and we became Team CMSN." (Crimson)

Royal suddenly realized with a jolt that Noir was speaking of it as though it was ancient history, as though such was not the case now. "But...if they're your team, how come no one ever sees them around Beacon? Where are they?"

Noir didn't answer this immediately, and as Royal waited for him to speak, she noticed that though his face was determinedly flat, his eyes were filled with a massive torrent of emotion she'd never seen before. In his eyes at that moment she saw rage, much like that which she'd seen in his eyes earlier, but now there was more. Joining the rage in his eyes was a profound sadness unlike anything she'd ever seen him, and grief. What he was about to say obviously pained him beyond anything he'd ever discussed with anyone. Finally after what seemed like an eternity, Noir spoke.

"It happened during our second semester. We were starting our missions where we shadowed huntsmen, and our first several went perfectly...in fact every one of them was a complete success. Alongside Team CFVY, we were considered one of the most successful first-year teams to ever attend Beacon. Our first six away missions were complete successes. Then...everything changed.

"For our seventh mission we were shadowing Professor Port on a search and destroy mission to a village outside the kingdom. We were confident we could complete it without failure, compared to our other missions it was much more simple and straight to the point. To us, that would be a walk in the park in comparison to other missions we'd done. Unfortunately, it didn't quite work out that way."

Noir's expression now noticeably darkened, his face physically reflecting the torrent of emotion that was coursing through him.

"When we arrived at our destination, a small village on the outskirts of Vale, we were met with a concentration of Grimm that we'd never seen the likes of, a legion of beowolves that had already torn the village apart. We were unprepared for the number of Grimm infesting that poor village's remains, and within moments we were surrounded and fighting for our very lives."

At this Royal spoke up. "Wait...if the concentration of Grimm as far more than you were prepared for, why didn't you pull out of there?"

"I asked Port the same thing. He simply, and bombastically, stated that Grimm were Grimm no matter the number, and not every mission goes how one would expect. So, we attacked the horde head on. Not in years had I ever fought so hard for my own survival, let alone for that of my teammates. We were overwhelmed by sheer numbers, and separated in the chaos that followed, each fighting for his or her own life." Noir's gaze became glazed, as though he was witnessing the events all over again in his mind. Royal was beginning to understand now, what Noir was getting at, and her eyes widened in horror as Noir continued.

"Midas and Sherry were partners, and when in combat together they were unstoppable, a perfect balance and juxtaposition of speed and strength. But when separated, they weren't as lucky...and during the chaos of the fighting, Sherry was mortally wounded."

Noir paused for a moment. "My semblance holds a marginal risk. If I dissolve for too long or traverse too far, my ashes will become too scattered for me to reform, and I'll die as a result. I normally limit my semblance's distance to 10 feet when I am in top condition. However...upon seeing Sherry wounded, I didn't think of that risk. I traversed 50 meters to reach her, weaving through a horde of beos simply to reach my fallen teammate. But for all my speed and desperation and determination, I couldn't reach her fast enough...and..." Noir was starting to choke up slightly, something Royal had never seen him do before. With a jolt of shock she realized Noir was actually crying, tears falling down his pale white features.

"I was too late...her wound had already taken a terrible toll on her, and Sherry Vulpa died in my arms...the closest thing to a sister I had ever had...torn from me in an instant. Moments later, Midas was killed as well, suffering multiple mortal wounds and dying from shock and loss of blood. In mere moments, two of my closest friends were taken from me by the very monsters they had sworn to protect the world from."

Noir finally broke down, crying in earnest as the memories of his loss flooded his mind, all his rage disappearing, if only for a moment. Royal gently patted the faunus on the back, trying to comfort him as best she could as the memory of his greatest loss tormented his mind. It took a few minutes, but soon Noir straightened back up and continued on.

"I lost control when that happened. Port described it as the most vicious display of rage he had ever seen. I killed every last beowolf in that village, and when it was all over, I stood upon a mountain of their dissolving corpses. And as it turned out...Check had fled. He had fled and hidden from the onslaught and had only come back out of hiding when they were dead. The boy who was supposed to put his teammates before himself had fled like a coward, and as a result, two of his teammates were dead." Noir's rage returned as his blood red eyes burned with intense rage, the memory of Check's cowardice angering him beyond belief.

"We returned to Beacon with Sherry and Midas in body bags. Check was first bombastically scolded by Port, and believe me, that man is quite a sight when angry. He then was taken to Goodwitch, who screamed herself hoarse at him for betraying the trust of his teammates, dishonoring their families, abandoning his partner, and shaming Beacon. After that he was taken to Ozpin, who made it very clear in the most eloquent way possible that he was displeased with Check's performance and behavior. Two days later, Check dropped out of Beacon, and went back to being a street criminal, which was all he had been before I'd met him. Because of his resentment towards his own leadership, he had gotten my two closest friends killed. I have since not seen him nor spoken to him. Until tonight."

Royal had been upset with Noir before, but now, hearing his reasons for treating Check the way he had, she couldn't blame him. Anyone would have been angry upon seeing the person responsible for half their team getting killed. However Royal still wanted answers for something.

"And what about Yang? What's your reason for leaving her hanging like that? She's worried about you more than you realize."

Noir sighed and looked down in shame. "I don't have an excuse, Royal. I know it was wrong of me to do so...I owe her an apology."

"Yes. Yes you do. Now if I were you I'd go look for her so you can." And with that Royal strode towards the door to the staircase leading into dorms. Noir turned towards the distant skyline of Vale, prepared to search for Yang. Before she entered the dorms, Royal turned back towards Noir with a small smile on her face.

"She's really fond of you, Noir. Yang is. In fact she likes you a lot more than most people she knows. She has for some time now. I'd suggest taking that into account when you speak to her. It may be the best thing you could do in the present situation." And with that Royal entered the dorms, and Noir, after a moment of thinking this over, took flight, soaring back towards Vale to find Yang.

**X-X-X-X-X-X-X-X-X-X-X-X**

Meanwhile, just outside Southeast Vale, a single airship landed in middle of the ruins of Mountain Glen, a solitary figure disembarking from the vessel and regarding the ruins of the failed expansion of Vale with cold, calculating silence. Erebos turned back to the pilot of the airship and coolly instructed him.

"Leave me here and wait for my call. I do not want any huntsmen or huntresses seeing you nor any one else here aside from myself. I will call you when I am ready for extraction."

The pilot, a member of the White Fang baring features of a boar, nodded and took off in the airship, leaving the tall suit-clad man standing alone in the ruin. Erebos strode forward at a slow measured pace, in no hurry to reach his destination. He wasn't there for anything other than to sever a loose end.

As he strode through Mountain Glen, the eerie silence of the once Grimm-infested ruin calmed Erebos, assuring him that there would be no interference from the mindless monsters. He had no time for any deliberations, and he soon reached his destination.

At the center of Mountain Glen was a gaping hole in the ground, a deep chasm that led to Roman Torchwick's now vacated hideout. Erebos jumped into the deep chasm, landing lightly mere feet from where Ruby Rose had landed barely a week earlier. He then quickened his pace, trekking deeper into the caves within. He soon came upon a section of the caves where his servant had been earlier that day, and his handiwork was clear. Large sections of the cave ceilings had been collapsed, with scorch marks and crushed machinery everywhere.

However, he was not alone there.

Several dinged up but active Atlesian Knights were lifting debris and moving it, evidently searching for survivors in the rubble. And standing in their midst was none other than General James Ironwood himself, looking very grim indeed as he surveyed the wreckage. Erebos smirked upon spotting the General; this was exactly what he'd hoped for, for if anyone was certain to be looking at this particular part of the Mountain Glen caves after the events that had taken place, it was Ironwood. Erebos, retaining his calm expression, strode fearlessly into the open.

"Well, well, well. If it isn't James." Ironwood spun around drawing a firearm at the sound of the deep baritone rumble. Upon seeing Erebos he froze, his gray eyes widening at the sight of the man before him.

"No...it can't be..."

"Can't be what, James? Possible? Probable? Thinkable? That I, of all people, would find you, of all people, here, of all places?" Erebos actually smiled, thoroughly amused by Ironwood's shock, before shaking his head. "Ah, James. You have not changed one bit."

"Erebos Kraid..." Ironwood breathed the name with a mixture of reverence and fear; this was not the man he'd wanted to see here, armed and well dressed as he was. "You..."

"Yes, it is me, James, you can forego the shock of reunion." Erebos's expression became one of mock-pity, his amusement clear in his baring as he regarded Ironwood. "Really, it is unfortunate that I am meeting you here, James. After the events that have transpired recently, with a nefarious criminal behind bars and you now being in charge of security here in Vale, I would think that you would be in the safety of your office or at least anywhere but here. Really, James...I did not expect, nor desire to meet you here."

"Why...what exactly brought you here, Kraid? You certainly have some nerve to show your face to me here..." Ironwood was cut off by a sharp retort.

"Spare me your eloquence, Ironwood. I have not the patience nor the time for it." All amusement and mock pity was gone now, Erebos becoming much more serious as Ironwood's feeble attempt at intimidation and taking charge in his present situation only succeeding in annoying the towering monster of a man.

"Do you have the time to fight?!" And with that, the Atlesian Knights all charged Erebos with their weapons drawn and loaded, ready to fight and kill the man before them. Erebos, undeterred by their charge, strode forward, and as they came within a few meters of him, he raised his right hand and snapped it into a fist.

A blast wave of electromagnetic energy exploded from his clenched fist, and the Atlesian Knights instantly shut down and crumbled to the ground, their circuits fried beyond repair and their weapons more than useless. Ironwood raised his weapon to fire upon Erebos, but upon pulling the trigger the firearm merely emitted a low sizzling sound and smoked a little. The weapon was as useless as the Knights.

Erebos actually laughed aloud at this, relishing Ironwood's defenselessness. "You have nothing, Ironwood. Nothing to threaten me with, nothing to intimidate me. And without those..._things_ to threaten me and attack me with, you are weak, weak and defenseless against me, just as you always have been. You always were then, and so you are now."

As Erebos approached the helpless Ironwood, he backed away from him, holding his hands up in a surrendering gesture. "Erebos, please...I am not your enemy...we were friends once...please don't hurt me..."

There was no pity in Erebos's voice, and it was clear that Ironwood's feeble attempt to beg for mercy simply annoyed Kraid even more than his attempt to take charge just moments before. "We _were_ friends, James. Years ago, when we were young. We are not the same men we once were."

Ironwood glared at Erebos, hatred for Erebos Kraid filling his gaze and his heart. "You never were a man, Kraid...you were a monster then and you're a monster now!"

"Oh, I am not monster, James. I am simply ahead of the curve. And now, I am afraid that I must take another step yet even further ahead." Erebos's features split into a smirk of pure malice. "Know now, Ironwood, that before the sun sets, only one of us will walk out of this ruin. Your death will come with a message, James, a message to our mutual friend and all who know him."

Before Ironwood could defend himself, Erebos drew his wicked blade and in a split second was directly in front of Ironwood. Ironwood, recovering quickly, flipped his pistol around, revealing an axe-blade, and countered Erebos's strike. The taller man snarled like and animal and began to rain down a series of lightning fast blows upon Ironwood without mercy. Ironwood barely had time to block the series of vicious strikes, each of them delivered with a level of precision that bespoke decades of training and refinement of a wicked style of swordplay. It was clear that Erebos had trained in the old style of fencing, and as Ironwood struggled simply to hold to monster off, he recognized in a brief moment that was no match for the deadly swordsman.

A moment later, Erebos caught Ironwood off guard and struck with lightning fast precision and accuracy, his wicked blade finally finding its mark. Ironwood gasped sharply as the shining silver blade was thrust into his torso and protruded out of his back, blood staining its length. Erebos, smirking and relishing his victory, cackled softly as the General slowly began to die, and he pulled his blade out from the General's torso before turning and striding away, whispering just loud enough for the General to hear in his last moments of life.

"Darkness shall soon rise again in this world, Ironwood. The flames of war will soon engulf this kingdom and all others with it. None will survive in the chaos of death and destruction."

As Ironwood breathed his last, one final statement, spoken just loud enough for Ironwood to hear, was whispered ominously from Erebos Kraid.

"The Shadow has now come."


	6. Assertion of Authority

**Chapter 5: Assertion of Authority**

Ruby Rose yawned sleepily as she laid her head on the cafeteria table, her silver eyes half-closed as sleepiness lingered in her body and brain. Weiss Schnee sat next to her, filing her nails as Blake Belladonna sat on Ruby's other side, her nose in a book as always, none of them speaking, perhaps due to the early hour or perhaps due to lingering fatigue in all of them. Yang Xiao Long sat across from Ruby, and of the four members of Team RWBY, she seemed to be the only one of them who didn't seem to have any lingering fatigue from the night before, and of the four of them, she had been awake the longest as well as active the entire time. However, as normal as this was, Yang didn't seem as vibrant as she normally was, and it wasn't difficult to tell why. The previous night had been hectic to say the least, and it had been late at night before Noir Harceleur had caught up to her after his talk with Royal Bivera.

Noir himself sat by himself in a completely different part of the cafeteria, eating two different salads, one a fruit salad and the other a tofu salad. He had only taken a few bites however, and he was absently picking at each of them whenever he deviated from one to the other, not feeling particularly hungry that morning, his mind rather clouded due to a lack of proper rest from the previous day. It took a lot to tire the bat faunus, and indeed, he felt that for once he could use some proper sleep. Sadly, he knew that this particular day wouldn't allow for it, and so he was pushing himself to stay fully awake, a cup of coffee at his right hand, herbal tea at the other, with a fruit salad on his left and a tofu salad on his right. His red eyes had dark shadows under them, and his pale white skin had a slight greyish tinge to it, but he wasn't phased by his fatigue and lack of rest, determined to stay on his feet for as long as he could, and he had a reason for doing so.

The Vytal Festival Tournament wasn't far away, and Noir was determined to be prepared for it by any means necessary. He had done some digging around for details on the tournament, and he had found that the tournament would have three different combat scenarios: Standard One-on-One combat, which Noir was more than ready for, Team Vs Team battles, which Noir himself felt he needed to be more prepared for than he already was, and two-on-two battles of two members from each victorious team. It was for this particular reason that Noir had taken on Hei Xiong's henchmen single-handedly the previous night, and also why he had chosen to stand up to the Malachite twins by himself when they had come looking to fight him, when normally he would have simply ignored them and waited for them to make the first move, as them attacking first would have given him a reason to fight them, and without a reason, what point was there in action? Noir had felt that being ready for any combat scenario was a legitimate enough reason to fight off the Malachite twins and had thus chosen to stand and attack. And, as Noir remembered with a grimace, that had been when Check Cremissi had interfered. It was quite a pity, really, for Noir had barely even worked up a sweat fighting off Junior's henchmen, who had really dispatched themselves, and all he had done was dodge them, a simple enough maneuver for anyone with the reflexes to do so, as well as the awareness of one's surroundings to notice the blows coming even from behind. Noir had opened his second pair of ear canals during the fight, and his hyper-sensitive hearing had given him lightning quick agility, being able to echolocate the men charging him, an ability unique to him as a bat faunus.

All this and more was on Noir's mind, and because all this was on his mind, he was pushing himself to stay as awake and active as possible, especially with sparring scheduled later that day. Noir was determined to perform at his very best that day, and so he found himself in his current situation, trying to put as much nutrition and energy in his body as possible. He renewed his efforts to consume his salads as well as down his coffee and tea.

From across the cafeteria, Yang looked over at the bat, sitting in isolation and eating at his food with the air of one forcing himself to stay active as though his life depended upon it, not looking at anyone else in the cafeteria, and not even reading anything as he normally would, as the bat was as much a bookworm as the cat faunus sitting across from Yang at Team RWBY's table. If the absence of a book wasn't enough to tell Yang something was on Noir's mind, the grayish tinge to his skin, the shadows under his eyes, and his generally flat expression all certainly were. Yang knew in her gut that if Noir, a notoriously nocturnal individual with a penchant for often going days on end without sleep, was feeling tired and actually showing physical signs of said fatigue, then something was definitely off with him. Yang continued to watch Noir as he finally finished his fruit salad before proceeding to continue eating his tofu salad, and it clicked in Yang's mind that maybe some meat would be more helpful for the bat to wake up more. Without hesitating, Yang got up from her seat and grabbed her tray, moving over to the food line and piling bacon, sausage and some ham onto it before moving in Noir's direction.

This course of action didn't go unnoticed by the rest of Team RWBY, each of whom sat up in their seats, watching Yang as she traversed the dining area of the cafeteria, move into the food line and start piling her tray with bacon, sausages, and ham before moving in the opposite direction of their table, moving towards the one table that had only one occupant sitting at it.

"What...is she doing?" Weiss, raising an eyebrow, inquired as she watched, setting her nail file aside as her icy blue eyes followed Yang's movements.

"It...looks like she's getting more food?" Ruby answered, stating the most obvious aspect of things as she always did though she knew that there was more to it than that.

"Wouldn't she coming back in this direction if that were the case? Because she's headed towards Noir's table," Blake observed calmly as she watched this, her yellow eyes narrowed as she watched the blonde's movements.

"Why would she want to talk to him, though? Especially after how last night went down!" Weiss was legitimately confused as to why Yang, who had acted aggravated and irritated at Noir's behavior the previous night when she had finally returned to the RWBY dorm, would now be taking a boatload of food towards the source of that aggravation.

"Maybe she just wants to settle the issue? I mean, I know I'd want to settle the problem as soon as possible!" Ruby suggested, optimistic as ever as she tried to make the situation seem less suspicious than how the others saw it.

"Yang's usual method of settling an issue doesn't involve talking...usually." Blake put in flatly, and even Weiss and Ruby had to agree with this, and all three girls watched carefully to see how the situation would play out, as it seemed their best course of action by that point.

Meanwhile, Yang had reached Noir's table, and she sat across from him as she placed her tray piled with meat in front of her and she smiled a little as Noir, at first, didn't acknowledge her presence, focusing on his tofu salad, which by this point was almost done. Yang, knowing Noir wasn't going to speak first, preempted him by greeting him as she sat down.

"Hey," Yang said as she sat down, and Noir at this greeting, looked up at Yang, and a slight smile appeared on his face, something that didn't go unnoticed by the rest of Team RWBY.

"Good morning, Yang. I honestly didn't expect you to be over on my side of the world after last night," Noir returned the greeting with one of his own, and the subtle joke was so unexpected for Yang that she couldn't help but giggle at it; humor wasn't something Noir used very often, and to suddenly hear it out of the blue had caught even Yang, the Pun Queen, off guard. The rest of Team RWBY watched wide eyed as Yang giggled, something they had never seen her do in response to what was apparently a greeting.

"Well," Yang said as she recovered from her giggle fit, "you honestly looked like you could use a bit more to eat than all those fruits and veggies you've been downing all morning, want some?" Yang pushed the tray forward on the table, and the moment Noir saw what was on it he turned a surprising shade of green. He looked like he was about to be sick.

"Um...n-no thanks, Yang, I, uh...Don't eat meat." Noir said it calmly enough, but it was clear that the huge pile of meat on Yang's tray was making him more and more sick looking the closer it was to him, something that legitimately confused Yang.

"You...don't eat meat? Like, ever?" Yang asked before it suddenly clicked in her mind: this would explain why Noir was constantly eating fruit, particularly mangos, apples, pears, and oranges. Noir was a fruit bat.

"No, I never even touch it." Noir shook his head rapidly as Yang slid the tray of meat away from him, looking at him with a confused expression, as this opened up a question that bugged Yang hard.

"But...wait, if you don't eat meat, how are you able to cut Grimm down without any second thoughts or even flinch? Like, seriously, you had blood all over you after the Grimm attack!" Yang asked him, her lilac eyes wide as Noir looked at her with an almost amused look.

"Fighting monsters of Darkness and eating meat are very different things, Yang. I can tolerate the loss of blood when I am fighting for the survival of my comrades and my home," was Noir's answer, and Yang had to admit he had a point. But she then noticed that he hadn't mentioned anything about fighting for his own survival.

"What about your own survival, Noir? Wouldn't you fight for that, too?" Yang asked this in a much quieter voice than before, as this was something that bothered her greatly. She had already seen Blake show a lack of concern for her own health when she had been spending hours and days on end not sleeping and working relentlessly to figure out what Torchwick had been up to. To see a similar lack of concern for oneself coming from Noir visibly bothered Yang.

Noir looked up, his red eyes meeting Yang's lilac ones as he spoke in a voice just as soft and in a flat tone, "My own survival is of little concern to me. I put the lives of others before my own, and that, to me, is worth fighting for. If I die, then I die. Everyone has a time." The calm and flat tone with which Noir said this bothered Yang immensely, and as much sense as it made, to have so little concern for his own life that he threw himself in harm's way for others, not caring if he died or not, was, even to Yang, the biggest thrill seeker at Beacon, simply baffling. Even Yang, who had dived headfirst into multiple near-death situations, had some concern for her own safety, as it was pointless to experience such thrills if she didn't live to tell about it.

"But then, what if you _do_ die, and people are still in need of your help? Do you think people are just gonna stop needing it just because you died helping them?" Yang countered, finding herself almost aggravated by Noir's sheer selflessness, something that was odd for her to be aggravated about considering that Noir was expressing a moral compass and a sense of protection for people other than himself, a mark of a huntsman, and yet, for him to have so little concern for himself just seemed..._idiotically_ selfless.

Noir, in response to this counter argument, once again looked Yang right in the eyes, his own vivid red orbs seeming to stare right into her soul as she gazed unblinkingly right back at him. As Yang maintained this eye-to-eye contact, she began to notice something about Noir's gaze. It looked almost guarded, as though walls of steel had been erected behind his eyes to hide what was within them, a gaze that refused to show what was behind it, and yet seemed to pierce into what was behind Yang's own eyes. It was a gaze that was shielded with swords, as though daring someone to attempt to force entry into it. It was the gaze of one who held his innermost thoughts and emotions in, and allowed no one to see what drove him.

It was the gaze of a survivor.

"Yang..." Noir began, pausing for a moment to breathe in deeply, letting it out in a soft sigh, "you do make a valid point. If I were to die, people may still need my help, and I would be unable to help them because, well, I'd be dead. And it's for that reason that I made a promise long ago not to die under any circumstances. A promise that I have kept to this day, and will continue to keep regardless of what comes my way. I'm a man of my word."

Yang stared at Noir for a moment as she processed what he just said to her, and then smiled at him, standing up and moving to the other side of the table and sitting down next to him, a move that didn't go unnoticed by Weiss, Ruby, and Blake. She put her left hand on Noir's right shoulder and shook him a little bit.

"Noir, you're a good person. I think out of all the people here at Beacon, I have more respect for you than most of the others." She smiled softly and then shocked both Noir and the rest of Team RWBY by leaning forward and kissing Noir gently on the cheek, causing the dark faunus to turn deep red, his red eyes widening in surprise as he looked at her. Yang smiled at him and then winked. "But maybe you should take it easy for a bit, and take some time to rest. You seriously look like you need it. Besides," Yang winked at him a second time, "today and tomorrow are our last two days of training before the Vytal festival tournament starts. You should probably take that into account and make the most of them."

Noir simply sat there for a few moments, still processing what just happened as he felt the place where Yang kissed him heat up as though burning, and he slowly reached up and lightly touched it as Yang got up, patting him on the back as she walked back over to her team.

Ruby, Weiss and Blake meanwhile were as baffled as Noir, looking at one another in shock.

"Did...she just kiss him...?" Blake almost numbly asked.

"Ew...gross..." Ruby shuddered a bit at the thought of the PDA.

"I...never thought I'd say this...but I think she likes him..." Weiss was more stunned than the other two and could only state the most obvious fact of the situation.

The other two silently agreed with her. Yang, one of the most independent females at Beacon, the last person any of them would expect to feel attraction towards, well, anyone, seemed, against all odds, attracted to Beacon's brooding, silent bat.

Noir, still processing what happened, slowly smiled and stood up, seeming, for the first time in the last 72 hours, completely relaxed as he walked out of the cafeteria, heading for the dorms to get some much needed rest.

**X-X-X-X-X-X-X-X-X-X-X-X**

Down in Vale, an airship landed in front of the old warehouse by Vale's docks, where Erebos Kraid had set up his headquarters. The place was now full of people, all of them hard at work on various tasks that were anything from unloading crates of burn dust to installing weapons on the many other airships within. Each and every person within was a member of the White Fang, and standing outside the warehouse awaiting the ship's arrival was none other than the leader of White Fang himself, Adam Taurus, tall, lean, masked, his red hair in its usual wind-swept style and his weapons, Wilt and Blush, clutched in his right hand. Though his eyes were hidden by his mask, which, in stark contrast to the rest of the masks worn by White Fang members, was decorated with tribal markings eerily similar to those found on Grimm Masks, it was quite clear that he was not pleased at the arrival of the ship in front of him, and indeed, he had some seriousness business with the ship's passenger.

Erebos Kraid himself disembarked from the ship, his own weapon, Kaji, sheathed at his side, glinting in the evening light in stark contrast to his black clothing, and his long, slicked black hair. Erebos towered over Adam noticeably, the latter being a mere 6'4'' in comparison to Kraid's staggering height of 6'11''. In addition to being taller, Kraid was more powerfully built as well, with broad shoulders and, even from under his suit, noticeably muscled arms. Despite the difference in height and build, however, Adam was not intimidated, and why would he be? His own lieutenant, Dust rest him, was built the same way, though admittedly not nearly as tall.

As Erebos disembarked from his ship, he immediately noticed that Taurus was not alone. Standing a few meters behind him were Remnant and Cinder, Remnant poker faced and nonchalant, whilst Cinder was noticeably uncomfortable in her company. It wasn't Taurus, she'd dealt with him before. Nor was it Remnant, whose presence she rather prefered to Kraid's, as Remnant, for all his formality and strict watching of her and her comrades, was still a teenager and displayed many corresponding behavioral traits at times. No, it was Kraid himself, and Adam's reason for being there, that truly bothered Cinder. She knew trouble lay ahead, and she knew that her father was not going to be pleased, not in the least. As if in answer to this notion, Erebos spoke to her and Remnant first.

"Cinder, Remnant," he began, his deep voice sounding slightly edgy, as though he was a little irritated, "I believe my orders to you were to remain at Beacon until further instructed. Therefore, why are you both here, of all places, in violation of those orders?" It was Remnant, much to Cinder's inward relief, who answered.

"Master. We are here because we received a transmission from _him_," he pointed at Adam, who simply stood there, glaring at Erebos sullenly, "stating that he wanted to speak to the three of us, including you, on a rather...important matter that could prove troublesome if not addressed." Erebos listened to Remnant's explanation nonchalantly, his mismatched eyes turning to the masked faunus as he did.

"Is that so, Taurus?" The towering man turned to face Adam fully, his features forming an almost bestial glare. "And what, prey, tell, is this issue that you find so troublesome? So troublesome that you call upon my servant and my daughter to get my attention with it." With this last statement Erebos smirked, and Adam's glare darkened. Adam Taurus was many things, but a coward was not one of them, and to have such an insult implied by the man before was infuriating to say the least. Holding back his retort, Adam stepped forward and spoke, and at the sound of his voice, many of the White Fang members present stopped what they were doing and turned towards the four of them.

"I am here, Kraid, because I am not cooperating with your agenda anymore." This blunt statement sent shockwaves through every person present, including Cinder, who turned deathly pale upon hearing it. _Oh no..._

The whole base went silent, every ear having heard Adam's statement, and every eye now on Erebos, who eyed Adam maliciously, his eyes narrowing almost into slits as he regarded the faunus in front of him, and when he spoke, his tone was now quite noticeably different, lower, darker, and with a strong hint of a snarl behind it.

"And _why_, prey, tell, would that be?" Cinder shivered at the sound of Erebos's voice, his anger palpable throughout the base, everyone there excepting Remnant and Adam shivering in fear. Kraid was not pleased, very much not pleased indeed.

"Because, Kraid, your agenda no longer is beneficial to White Fang's interests," Adam snarled back, starting to circle the dark man before him, who in turn also circled Adam, "and I am not going to follow the agenda of a man who holds no interest in White Fang's interests! Like your daughter said to me, either one of us benefits, or we all benefit, and now? Only you are benefitting from the work my organization is doing. And I will be damned if my kind serves the selfish interest of a _human_." Adam said this last word with disgust, showing his repulsion at serving humans in any way.

For several moments, Erebos didn't say a word, and then, to everyone's surprise, he began to chuckle, and it grew in volume until he was laughing out loud, his humorless mirth sending chills down Cinder's spine. For several moments Erebos laughed mirthlessly before looking Adam in the eyes and saying in a deep throated growl, "Is that a challenge, _boy?_"

Adam stood still, not quite sure how to respond. This was the last thing he'd expected from Erebos: laughter and mirth at his defiance. Amusement, even. The towering man in front of Adam was actually _amused_ that Adam was defying him, and this left Adam speechless, for he'd been expecting Erebos to lash out.

"Well then," Erebos smirked at Adam, his teeth bared and displaying long canines filed into points, "I accept your challenge, _worm_, and I promise you, here and now, before this day ends, you will no longer be leading _our_ kind." The word 'our' struck Adam to his core, and as he watched, Erebos removed his gloves, flinging them to the ground and revealing a pair of hands with sharp claws on the ends of each of his fingers, and pitch black tufts of fur around his wrists. The mark of a panther faunus. Erebos Kraid was, indeed, one of Adam's own kind.

Adam barely had time to process this before Erebos drew Kaji from its sheath, holding the wicked-looking saber out to his side, parallel to the ground, and taking an aggressive stance. The members of White Fang began to gather around them, forming a large circle around the fighters. Cinder began to grow uneasy, as out in the open there was a chance of this being noticed, but didn't move to speak or stop the confrontation. Remnant watched this nonchalantly, having expected this course of action on his master's part.

For several long, agonizing moments, nothing happened, the two faunus staring each other down. Adam, despite his unyielding resolve, felt very uneasy now, and his gut was telling him constantly to not follow through with this confrontation. But now he had no choice in the matter. Erebos had called his bluff, and now he had to face the consequences. Adam silently breathed in and out of his nose as he switched Blush and Wilt to his left hand, taking an aggressive stance of his own, his right hand on Wilt's hilt. There was a long pause, and for several moments, the very air seemed to freeze, waiting in anticipation of the clash about to take place.

Finally, Adam couldn't wait any longer, and with a feral snarl, he charged Erebos head-on, whipping out Wilt for a lighting fast strike. Wilt's blade clashed against Kaji's with a loud, resounding _clang_ as Erebos blocked the strike with ease, smirking in amusement at Adam's futile effort. Adam only paused for a split second before firing an almost point-blank shot at Erebos's torso with Blush. Erebos spun in a circle at lightning-fast speed, deflecting the shot and in the same motion aiming a strike of his own at Adam's torso, which Adam only barely managed to block, or he would have been cleaved in half at the waist.

Adam's teeth gritted at the force of the strike against Wilt's blade. _Dust! He's strong! _The blocked strike released a shower of sparks as the blades scraped along one another, and Adam quickly sheathed Wilt and backed away several paces to gain distance. Erebos, patient as ever, didn't pursue him, his smirk wider than ever. All this happened in the span of a second, and the circle of faunus around the two combatants widened, affording more room as they tried to put a reasonable amount of distance between themselves and the fierce clash before them.

Adam set his teeth and charged once again, drawing Wilt once again and delivering several rapid-fire strikes from different directions at Erebos, circling him to find a vantage point. Every strike was blocked, Erebos keeping pace with Adam's strikes with complete ease, relaxed, rested and fresh. Erebos's stance barely changed as he moved, demonstrating a level of combat discipline few had ever attained, his breathing steady and calm, not an ounce of tension in his muscles. Adam, not letting up even for a second, began raining a complex series of strikes down on Erebos, using his blinding speed to his advantage as he struck at the towering faunus from all directions.

It was all to no avail. No matter where Adam struck, not a single blow landed, none of his strikes finding their mark. Even Blush's shots couldn't find the mark, Kaji's shining blade blocking even those with ease. Adam, realizing he was open for a moment, backed off, sheathing Wilt once again as he gained a little distance between them. Once again, Erebos didn't pursue him, and stayed where he was, his smirk as wide as ever, his sharp teeth bared. The monster of a faunus hadn't even broken a sweat.

Adam was starting to grow frustrated. _I don't get it! Why is he just STANDING there?! He hasn't moved on the offensive a single time! And his strike earlier would have shattered my arm if not for my aura, so why is he-_ At that moment it dawned on him. Erebos was _toying_ with him, allowing him to attack and strike with everything he had to let Adam know that no matter what he did, there was no way he would harm Erebos even once. Adam snarled, furious at Erebos's mockery. _I will NOT be humiliated by this twisted wretch!_ Fueled by his rage, Adam charged once again, Wilt drawn before he even reached Erebos, starting to rain down a series of relentless blows a speed that the naked eye couldn't follow, and Erebos, though blocking the strikes with ease, was forced to take a step back to keep his baring. Adam, seeing Erebos step back, increased his strikes, raining down blow after blow after blow without even a second to spare. _There!_ Seeing an opening, Adam ducked under Kaji's blade and unleashed an aura-enhanced horizontal slash that caught Erebos across his abdominal region.

"Aaagghhh!" Erebos snarled in pain as the slash found its mark, and Adam saw just how much Erebos had been toying with him as a dark stain began to spread across Kraid's torso; he hadn't even activated his aura to defend himself. Adam, further angered by Erebos's arrogance and mockery of his prowess, kicked Erebos right in the open wound, forcing him on one knee.

Now Adam was smirking as he stood back, relishing Erebos's pain. Erebos spat up a mouthful of blood, using Kaji's blade to support himself. Cinder stared wide-eyed in shock at what just happened. _I can't believe it! He actually wounded him! _Cinder allowed herself a moment to hope that, maybe, just maybe, Taurus would win this fight. But at that very moment, a sound emitted from Erebos that sent a cold chill down her spine.

A gurgling chuckle was coming from him, his smirk wider than ever as he slowly got to his feet, his posture slouched in an almost werewolf-like stance as his cackle increased in volume. Adam stepped back, his eyes widening behind his mask as Erebos looked right at him. His entire baring had changed. Erebos's eyes no longer held the calm, collected baring of a disciplined fighter, but now had the look of a feral beast driven by the raw desire to kill and destroy. Even as Adam looked on, Kraid's hair began to look wilder and unkempt, the band that kept it tied back snapping as it stiffened and thickened into a wild, thick mane. His claws extended to nearly half an inch long, and he held Kaji out in front of him. The wicked blade split down the middle, the two halves connected by the long chain that held the bottoms of the hilts together. He then pressed a button below the guard of the half he held, and the chain retracted on both ends, the hilts directly connecting on the bottoms and latching together, creating a deadly double-bladed weapon. Erebos then spoke, and his voice sent a chill through Adam's being.

"Now **_that's_** the spirit, boy! Care to keep it up?!" He stood to his full height, a dark suffocating aura emitting from his being that filled the area with a sense of dread. His previous sense of discipline was completely gone, his expression now a smirk of maniacal glee, his mouth wide open and his fangs bared. Cinder stepped back in horror, and now even Remnant looked uneasy, and Cinder, uncomprehending, grabbed his arm.

"What is this...what _is _he?!" Cinder was breathless, her heart stabbed with an icicle of fear, and when Remnant replied, his own confidence was all but gone.

"This...is why my master..a-always gets what he wants. This is his true nature...the true source of his power and the object of fear in his enemies..." Remnant actually shivered and turned away, his next statement causing Cinder to shiver visibly as well.

"_He_ is the Shadow."

The monster before Adam let out his loudest cackle yet, and then charged Adam at a blinding speed that not even Adam could follow, Kaji's double bladed form a blurred vortex of metal as Adam attempted to block it. It was no use; with blinding speed, The Shadow was suddenly behind Adam faster than anyone could follow, and he landed a vicious kick right in the middle of Adam's back, sending the latter to the ground in one crushing blow. Adam, stunned, tried to get back to his feet, but as he raised Wilt to block the strike, the red-bladed sword was knocked from his hand as though it was a twig, and Blush followed suit within the same moment. Before Adam could react, The Shadow planted his foot in the middle of Adam's chest, pinning him to the ground and placing the tip of Kaji's blade mere millimeters from his throat.

"I should kill you right now, boy. What you did today was _very _unwise, and if you were anyone else, you would pay with your life. However, that would be too kind." The Shadow spoke in a deep baritone snarl that was nearly an octave lower than Erebos Kraid's, a guttural snarl that bespoke the raw desire to kill or be killed.

"So, instead, I claim your leadership for my own, and with it, your mask," he then reached down and ripped Adam's mask from his face, a wounded cry coming from the latter as the shield of his identity was torn from him, "along with your weapon." He then picked up Blush and Wilt, sheathing Wilt and holding the weapon out to Remnant, who, despite his obvious unease, walked forward and accepted to the offer with a bowed head. The Shadow then turned to the other members of White Fang, crushing Adam's mask in his hands as he gave his next order.

"Take this worm and lock him up with the other one." The White Fang members daren't disobey him, several of them rushing forward and picking him up, carrying him away to an unknown location. Among their ranks, one member, wearing a helmet shaped like the skull of a sabertooth tiger, slipped away unnoticed, walking into an alleyway, and pulling out his scroll. Certain he was out of earshot, he called someone on it, waiting for the person to answer. A female voice answered him.

"So? What happened?"

"Bad news. White Fang has fallen under new leadership, and you're not gonna like who's in charge."

"I doubt I was going to like it in the first place." was the wry reply. The masked faunus sighed and nodded grimly.

"Kraid took over, and he has them under his thumb now. I'm not sure how much longer I can remain undercover here." the woman on the other end was silent for several moments before inquiring.

"And Adam? What of Addie?" The masked faunus didn't reply for several moments, unsure before replying.

"He's alive, but I don't know for how long. He got beaten pretty badly."

"He's going to live. Eri needs him to help control the Fang."

"Adam's not in charge now. Erebos is. He removed Adam from leadership completely. And placed himself in his stead."

"Again...I highly doubt I was going to like any of this…." The woman was silent for a moment. "Can we get Adam out of there?"

The masked man shook his head. "I wish I had a better answer. Adam is going to be detained by White Fang's guards, and kept under constant watch, along with Neopolitan. I can't see how I can get him out without somehow getting him, myself, or both of us killed."

The woman sighed. "Dust…Then we should plan our next move. You should get out of there soon. You did well for the time you've been there."

The man didn't reply for a few moments, and then, "Alright, where can we meet?"

"The Vytal Festival."

The man thought it over for a minutes and then, "I was hoping for somewhere a bit less….exposed. Someone may recognise me there, you know full well who Kraid has positioned there."

"… Around the time of the festival. That one place I love so much."

The man nodded. "Alright, I'll be there. Anything on Beacon I need to know before we meet up?"

"Two headmasters gathered, several more huntsmen I believe are going to be here at the time of the festival. Not sure how many yet. Be careful."

"Got it."

"Oh. And one more thing."

"What is it…?"

"He's here…. your little brother." The man was silent for several long minutes before replying.

"A-alive…?!"

"More than alive. He looks… happy. Very happy."

"…...I'm on my way. I'll meet you there." He paused for a moment and then in a softer tone said, "Thank you…"

"Of course. Anything for my puma!" the woman said this in a playful, loving tone. The man chuckled a bit and nodded.

"I'll see you soon." He then hung up the call and pressed two buttons on his wrist, summoning a sleek, black motorcycle to his side, which he then mounted, smiling behind his face-hiding helmet. _I'll see you soon, little brother._ And without further ado, he drove off, more than happy to get away from the disaster that had transpired.

**X-X-X-X-X-X-X-X-X-X-X-X**

Beacon Academy's headmaster looked out from his office window, high, high up above the Vale skyline and overlooking his academy and home, pondering the events of the last several days. A Grimm invasion, a dangerous criminal behind bars, and now, somehow, all criminal activity in Vale had suddenly stopped. There hadn't been any sign of White Fang, according to the local law enforcement, a statement backed up by Ironwood's soldiers, both mechanical and human.

And now, in the midst of all this, Ironwood had disappeared.

Ironwood was not one to be out of touch, nor was he one to be absent without leave. He was both a general and the headmaster of Atlas Academy. He was a man of honor, and a man of impeccable honesty. Even though he was often rather...stubborn, to put it lightly, Ironwood was never one to completely reverse his position on something. On anything.

For this reason, Professor Ozpin found it very unnerving, even disturbing, that Ironwood had not returned from Mountain Glen. His soldiers that had accompanied him, and even his airship; none of them had returned. _It is not like James to be absent from his own army, nor from his students. Something is amiss...but what?_

Ozpin pondered these thoughts for several more moments and then something else occurred to him. Not only had the criminals gone silent, but the Grimm seemed to have gone still as well. Grimm activity had all but ceased in the aftermath of the invasion. This, even in comparison to Ironwood's absence, was very troubling indeed.

Ozpin knew in his gut that he had to take some form of action, but with the Vytal Festival right around the corner, he had to proceed cautiously. Too many people were in Vale, too many families and too many tourists. Panic had to be avoided at all costs, for even dormant Grimm would be brought clawing to Vale's door if a mass panic began. He knew what he had to do.

Standing, Ozpin called out, "Glynda." Glynda Goodwitch entered the office, nonchalant as ever, but one glance at Ozpin told her immediately things were serious.

"What is it, Professor Ozpin?"

"I want you to go to the CCT and contact Winter Schnee. It seems that we may need her here, very soon." Glynnda stiffened for a moment then nodded to show she understood, walking from the office as swiftly as possible. When his door swung shut, Ozpin sat at his desk and dialed a scroll number in. He only had to wait a few moments before a familiar, raspy, slightly slurred voice was heard.

"Ozpin...? What is it?"

"I need you to come to Beacon, Qrow. How soon can I expect you?"

"Tomorrow evening. No later. But don't be surprised if I'm late."

"I hope that you're not." And with that, Ozpin ended the call, turning back towards the Vale skyline as the sun set over the horizon.

It seemed that Vale's troubles were far from over. And if Ozpin's theory was right, then all of the kingdoms would soon be in for trouble as well.


	7. A Devious Devil

**Chapter 6: A Devious Devil**

That same evening, in another part of Beacon Academy, two first-year students were walking away from the Beacon Training Field, exhausted after a long day of training. Topaz Kogamo and his partner, Fonce Bluer, both of Team TRRF, had been training for several hours. Topaz's teal blue hair was matted to his forehead and his cat ears drooped a bit from exhaustion, his tonfa-guns holstered at his sides as he wiped his brow with a white towel. His partner Fonce walked next to him, his heavy trenchcoat slung over his back, revealing an unbuttoned navy blue button-up shirt with a plain black shirt underneath it and form fitting black pants and black boots garbing his lower body. On his back was slung a sniper rifle, the stock of which was much narrower than the conventional stock and shaped with a handgrip. The two first year students had been rigorously training for the upcoming Vytal Festival Tournament, and now were conversing cheerfully despite their fatigue.

"Dude, all I'm saying is that the family doesn't necessarily reflect on the individual, y'know? I mean, I don't get why Mr. Brooding Bat won't think of that, it's just common sense, if you ask me!" insisted Topaz, who was talking with Fonce about Noir Harceleur's evident dislike of Weiss Schnee.

"Well, from what you've told me, it kind of sounds like he was raised to dislike the Schnees, a lotta faunus tend to have been, No offense to you." Fonce replied, speaking in a thick accent much like Velvet Scarlatina's, possibly Menagerean.

"None taken," Topaz replied, "but still, she's had nothin' but respect for him since she met him, and he just acts like she doesn't even exist or something! Like seriously, he's like an exorcist banishing a demon when he looks at her!"

"Topaz, if this is because of your crush on her, you know where I stand on this," Fonce rolled his eyes, having heard Topaz talk about Weiss many a time before, and yes indeed, Topaz Kogamo had a huge crush on the Schnee heiress, and had been trying to get her attention since the first semester.

"H-hey!" Topaz protested, blushing so hard one could see it even with his dark skin, "I'm not the one who's eyeing the red-hooded jailbait like a high-class dessert every time I see her!" Now it was Fonce's turn to blush deep red; he happened to have a huge crush on Ruby Rose.

"Oi! Don't call her that, it makes me feel like a sicko!" Fonce growled, "Besides, she's only two years younger, it's not like our age difference is _that_ big a deal!"

Topaz sniggered. "Said every pedo ever."

"Oh, fuck you!"

"At least buy me a drink first?"

"Dust damn it, Topaz!"

"Oh, come on, man, you walked right into that one."

"Shut up..."

Topaz laughed aloud before lightly punching Fonce on the arm. "I'm screwin' with ya, bro, don't take it so personally!"

Fonce knew what comment was coming next. "Don't say it..."

"It's a joke, not a dick! Don't take it so hard!"

"Duuuuuuuuuuuuuuuuust dammit, Topaz..."

As the two friends continued to argue as friends do, not far away, a figure garbed in a black hooded cloak emerged from the shadows and began quickly and silently making his way towards the cliff overlooking the Emerald Forest, not making a sound as he moved. Yet, for all his stealth, he couldn't escape the hyper-hearing of Topaz's feline ears. Topaz stopped for a moment and turned towards the direction of the figure, his eyes narrowed and his tail suddenly still.

"Topaz...?" Fonce, noticing Topaz's sudden change in behavior, tensed, ready for anything in case Topaz sensed trouble. Topaz, after a moment of silence, pointed towards the cliff over Emerald Forest.

"There's someone over there, headed towards the cliff. I'd normally be able to see who it is, but the fading light is throwing off my night vision, and I can't smell him. Can you spot who it is on your scope?" Fonce, looking in the same direction, squinted, instantly serious as he pulled out his sniper rifle Frozen Silver, going on one knee and looking through the scope. He didn't speak for several moments, adjusting the magnification and turning on the enhancement feature.

"Yeah...there's someone there alright. Not very tall, about 5'6'', maybe 5'7''. A guy judging by his posture, and he's in a dark cloak with the hood up...can't see anything of his face, I think he's wearing a mask..." Fonce was silent for several moments and then his mouth dropped open. "Topaz, this guy's got a scythe."

"A scythe?" Topaz inquired, "Like, what Ruby has?"

"Yeah, in its folded up form. This one looks like it's made of chrome though...and it's bigger. I can tell by the size of its folded up form, it's gotta be a good foot longer than Ruby's. I can't tell if he's human or faunus...too covered up. He's headed towards the Emerald Forest, and he's pulling something out..." Fonce was quiet for a few more moments as he observed the figure, Topaz standing perfectly still next to him, and then, "He's got some kind of hoverboard. He's flying towards the forest."

And sure enough, even from their distance they could see the cloaked figure flying several dozen feet in the air, silhouetted faintly against the setting sun as he started moving towards the forest. Fonce stood up and reholstered Frozen Silver on his back, exchanging a grim look with Topaz.

"Should we follow him?" Fonce asked, cautious and apprehensive as to what could happen if they did.

"I don't know...I'm wondering why he's there of all places, and going into Emerald of all places." Topaz replied, "I mean, it makes little sense. What's he doing here? Why's he going in there? Why's he all shrouded like some kinda shady ninja guy?"

"If I were a gambling man, I'd say he's up to something, problem is I haven't the slightest inkling of what it could be." Fonce was grim, though it was clear that either way, he was ready for action, his body tensed. Topaz considered the situation for a moment and then let out a small huff.

"Alright, let's follow him. But don't attack unless he does, we don't wanna bite off more than we can chew."

"Are you sure you don't wanna call Royal or Rowena to help out?"

"Knowing those girls they probably fell asleep hours ago, at the very least we'll have to wait and see how this goes."

"And if he attacks?"

"Don't get killed." And with that, Topaz set off in the direction of the cliff, Fonce sighing a bit before following him. Not leaving anything to chance, Fonce took out his scroll and sent a quick message to someone before replacing it in its holder on his belt, taking Frozen Silver out of its holster and loading its revolving magazine with dust rounds. Topaz took his two tonfa, Flare and Glare, out of their holsters and spun them around several times, checking the magazines to make sure they were loaded. And thus armed, the partners broke into a sprint towards the cliff, following the cloaked figure, who had now vanished into the canopy of the Emerald Forest.

The two first years looked at one another before running and leaping out over the forest canopy, diving into the foliage with acrobatic ease. Their previous fatigue was gone, replaced by unshakable resolve as they followed the cloaked figure into the Grimm-infested forest. Topaz's nostrils flared, his enhanced smell allowing him to track the individual they'd spotted with relatively few problems, and now in the shadowy understory of the forest, Topaz's night vision was working perfectly, able to see everything in his path as though it was broad daylight. Fonce lowered a pair of goggles over his eyes and switched on the night vision mode as he followed Topaz closely, his body tensed for action as he followed his partner's lead. Both boys were apprehensive as they followed whoever it was deeper into the forest, moving as quickly and quietly as possible to avoid detection.

Suddenly, Topaz stopped moving, his brow furrowed and his mismatched eyes widened in shock.

"Topaz, what is it?" Fonce whispered to him, the Forest eerily quiet around them.

"Something isn't right...I can't smell him anymore...it's like his scent just disappeared!" Topaz hissed back to him, his eyes wide and looking around him rapidly, his entire body tensed for action, his tail frozen in place as he looked around rapidly for any sign of the cloaked man. "Stay alert, he could be anywhere..."

Fonce flipped the safety off on Frozen Silver, pulling back the hammer and preparing to react in defense in case someone attacked. The partners remained perched on two branches on two separate trees, no more than 8 feet from one another, their weapons at the ready and their ears straining for any sign of their target. The Emerald Forest was eerily silent, and even more eerily still. Not a single thing moved, and even the Grimm seemed to have gone eerily still, as though the very air itself was listening.

_Crackow!_ Topaz, reacting instinctively, jumped from his branch and somersaulted on the ground, spinning around and raising Flare and Glare as he barely avoided a powerful burn dust round from behind. A second later, Fonce landed next to him, having barely managed getting shot himself, raising his rifle and firing off several shots back in the direction of the two shots. All of them were deflected with metallic clangs, and a split second later, the cloaked figure appeared above them, his chrome scythe out its full form, spinning the deadly weapon over his head rapidly as he landed a powerful strike right into the ground, Topaz and Fonce managing to avoid getting impaled by a split second.

_Holy shit...he snuck around behind us?! How the fuck did he do that?! _Topaz, not wasting any further time on thought, spun Flare and Glare around multiple times, firing multiple shots at their assailant, whose face was covered by a blank white mask decorated with several dark purple tribal markings. Fonce, coordinating his shots with Topaz's, started firing at him as well, running towards him as he spun Frozen Silver in a rapid flourish, gripping the stock in both hands as a blade extended from under the barrel, creating a machete-like sword as he aimed a slash as the assailant's side.

The masked man's scythe split down the middle with a mechanical hiss, and, now wielding two scythes, the assailant swung his his right scythe up to block Fonce's blow, his left scythe converting into a high-impact carbine as he aimed it at Topaz and fired. Topaz managed to dodge the shot as Fonce was viciously forced back, the right scythe also converting into a carbine, the assailant firing in both directions at the first years. Fonce rolled out the way, managing to block a few of the shots as he dodged the rest, his arms numb from the force of the assailant's block. _Thank Dust I still have some aura left. That block alone could have broken both my arms. Whoever this guy is, he's strong, and he's wicked with those scythes...or, guns, or scythe, or whatever the fuck that thing is._

Topaz meanwhile was tensed, hesitating for a moment to attack the assailant a second time. _This guy's unbelievable. One big scythe, then two scythes, now two guns? What's next?!_ As if in answer to this question the Assailant stood, converting both carbines into scythes again, and this time attaching them by the bottom ends of their rods, creating a deadly dual-ended scythe that he spun around and took an aggressive stance with.

_I HAD to ask!_ Topaz pressed a button on Flare and Glare, and two razor sharp blades extended from under the gun barrels, creating a pair of bladed tonfa as Fonce took an aggressive stance of his own with Frozen Silver, the two first years facing down the assailant fearlessly. Their assailant flourished his double-ended scythe with expert ease and blinding speed, the deadly weapon little more than a blur of metal as he took his stance once again, gripping the weapon one-handed, in his left hand, inviting the two first years to attack him. Topaz and Fonce looked at one another for a moment, unsure of whether to proceed, unsure of whether to turn and run.

Topaz set his teeth and with a yell charged the assailant once again, with Fonce charging with him. The assailant, ready for them, spun his dual headed weapon in a deadly circle, blocking both attacks easily and in the same motion spun around, taking their feet out from under them, and without missing a beat split his dual headed scythe back into two scythes and converted them into their carbine forms, aiming at the two first years on the ground and firing. Both barely managed to get out the way but before either of them could get any further, the assailant swung his left arm around and the barrel of the carbine clipped Fonce upside his head so hard that it depleted his aura, knocking him out cold.

"FONCE!" Topaz yelled as his partner went down, and with a loud yell charged the assailant, enraged, swinging his tonfa around and combining it with a spinning flying kick. The assailant combined the two scythes back into one big scythe and switched it to his right hand, his left hand catching Topaz's leg by the ankle. In the same moment the assailant slammed Topaz into the ground, putting his foot on Topaz's belly and yanking hard, dislocating his leg. Topaz yelled in pain as what little aura he had left was depleted, his leg falling limply to the ground, dislocated at the hip. The assailant laughed, relishing their pain as the two first years lay on their backs, Topaz trying to get closer to Fonce as the assailant converted his huge scythe into a deadly double-barreled rifle, aiming it at Topaz's head. Topaz closed his eyes, bracing himself for the impact, wondering to himself, even then, if it would be instant, or if he would feel pain, and if he'd go somewhere after he died...or if there'd be nothing.

Just moments before the assailant pulled the trigger, a resonating _BOOM _was heard, and the assailant jumped back several feet a massive blast of energy missed him by a split second. The assailant brandished his scythe, warning alarms going off in his mind as a new challenger dropped down between him and the injured first years. The challenger was 6'5'', with medium length messy and a salt-pepper grey hair, though this hue was not due to age. Three scars passed over his face, from the left side of his forehead to his chin, one of them encompassing his left eye, which was stark white and had no pupil. His right eye was a clear piercing gray, and glared daggers into the assailant, who took his stance fearlessly. The new challenger was garbed in a block grey T-shirt, with a dark grey, furry half-cloak that stretched down to his left thigh, but hanged in a bit of a mess around his neck and shoulders. His left hand was bare, but his right hand had a long, studded leather glove with buckles on the underside. On his right shoulder he wore a dull metal spaulder, which reached down to the elbow. His pants were winter camouflage tucked into deep grey boots. This individual was Arthur Grey, a student at Beacon in his final year and the leader of Team ACVR (azure), and in his hands was what appeared to be a large sword, yet the blade was split down the middle, and was opened up to reveal the barrel of a powerful firearm, the open end of which was smoking from the recently fired shot, his gloved hand gripping the crossguard, which sported a recessed trigger for quick firing. Even as he stood there he gripped the hilt with both hands and the blade snapped shut into a deadly great sword, which Arthur spun in a flourish and took an aggressive stance with.

"Back away from the first years," Arthur snarled, speaking in a thick Menagerian accent. The assailant hesitated for a moment, unsure whether to attack this new challenger head on, and as if too answer his question, three more individuals dropped down. One of them was 6' and average in physique, with brown, close-cropped hair and a hawk-like face, brilliant green eyes and a moderate tan. He was garbed in a white shirt with a small vest over it, a cyan overcoat with a minimal collar, which reached down to his thighs. He wore a double shoulder holster, with his weapons in both places, beneath the coat. His pants were simple khakis and his shoes were almost similar to dress shoes. Clutched in his hands were a pair of revolvers with tomahawk blades on the handles, and he snarled as he stared the assailant down. This was Cylas Eart, the team's sharpshooter and a deadly marksman, rivaled by few, second to fewer.

The third was a girl with long, straight black hair with deep purple highlights that hung in curtains around her face, going down to her shoulders and mid-back, and had a bright sheen. Over this, she wore a wide-brimmed hat, of which she was extremely fond. She had a rather pouty face that was now twisted in a scowl, with bright pink eyes that popped out from her features. She was 5'10'' and rather slim with a slight build and small bust in comparison to most Beacon girls, particularly Yang. This was Violetta Heavensong, clutching a moderate sized crossbow that was pump action to both draw back the chord and equip another bolt, with string arms that came together to create a short sword. She was the rebel of the group, and the girl you were guaranteed to be killed by if you messed with her.

The last of them was also a girl, Chalaign Royale. She was the powerhouse of the group, standing 6'2'' and powerfully built with muscles that rivaled some mens', with a rather respectable bust as well. Her hair was pulled back into a tight pony tail, the short tail reaching just between her shoulder blades. Her face was fixed in a permanent scowl, with bright blue eyes and a turned down mouth that complimented her angry appearance. She wore armor similar to Crusader armor, the scale-mail chest portion kept together, but split open same place as the legs, the armor stretching similarly to a coat down to her knees, the scale-mail stretching down with it. She wore full leg armor instead of pants, the metal a dark, lead-grey, and ended in heavy, high-top strapped boots. Across the belt around her waist she stored the ammunition for her weapon, a staff-mace with a grenade launching mechanism in the head. She bore a tear-drop shaped shield as well, which bore her insignia. She was the loose cannon of the group, an angry girl one never wanted to cross.

These four individuals all took aggressive stances, ready to fight the assailant to protect the injured Topaz and the unconscious Fonce. The assailant looked from one member of the team to another, analyzing his new attackers before putting his huge scythe into its compact mode and unleashing a smoke bomb that clouded the area in thick black fog. Team ACVR coughed and sputtered, with Violetta firing several burn dust bolts into the smoke in an attempt catch the assailant as he once again brought out his hoverboard and jumped on it, stomping on a footswitch on the back end that produced a dust-fueled rocket engine that propelled the assailant away. Violetta, cursing, aimed into the fog, using her sense of sound to locate him when Arthur stopped her.

"Vi, let him go. We have other problems." Arthur then walked over to Topaz, who sat up on the ground and leaned against a tree trunk, exhausted and wincing in pain as Arthur kneeled next to him.

"What's your name, first year?" he asked.

"Topaz Kogamo," Topaz replied, wincing as he tried to adjust his lower body into a position that didn't cause him pain. "The guy knocked out on the ground is Fonce Bluer."

"I know. Your partner sent me a message telling me there'd be trouble and that I should probably follow you. When I saw what was going on, I called my team." Arthur looked Topaz over and noticed the awkward position of his leg. "What happened to your leg?"

Topaz grimaced as he tried to move it but couldn't. "It's dislocated at the hip..." The cat faunus hissed as his leg gave a particular jolt of pain.

"Chalaign, see what you can do." The large girl kneeled in front of Topaz and examined his leg, before taking out a thick piece of leather and wrapping it around a thick segment of a tree branch, holding it out to Topaz.

"Bite down on this, kid, this is gonna hurt." Topaz, not questioning it, bit down on the bit as hard as he could, and Chalaign moved his leg into its natural position, lifting it slightly, and then pushing down and forward hard at the same time, snapping it back into place. Topaz growled audibly in pain as he felt the joint reconnect, panting hard as Chalaign stood back up.

"He'll be fine, Arthur. This kid is tough, he'll probably recover from that in a few days." Topaz, supporting his weight on his good leg, pulled himself to his feet.

"What about Fonce, is he okay?" Topaz asked, more than concerned for his partner. Arthur, looking at the unconscious Fonce on the ground, kneeled down and examined him, nodding after a few moments.

"He's fine. His aura managed to absorb a lot of the impact, but he's going to have one hell of a headache when he wakes up." Arthur nodded to Chalaign, who stepped forward and picked up Fonce in her arms as though he was lighter than a loaf a bread. Arthur walked over to Topaz and helped him up, supporting him as the first year grimaced in pain, his hip joint still in a lot of pain. "Now let's get you back to Beacon...Ozpin's going to want to know about this."

**X-X-X-X-X-X-X-X-X-X-X-X**

A few hours later, Topaz and Fonce lay in the infirmary as Team ACVR looked after them, waiting for Ozpin to arrive. Fonce had recovered from his head injury and sat on his bed propped up against the wall, looking dazed but alright. Topaz sat with his leg propped up, tired but awake, with Arthur and his team over at the Infirmary Entrance, talking in hushed voices.

"Did anyone see what he looked like?" Violetta asked.

"He was cloaked, masked, and used a chrome scythe, that's all I saw of him," Arthur replied, "Whoever he is, he's deadly. You'd have to be to wield a weapon like the one he had. I've seen some serious weapons in my time here, but that thing was something else."

"From what I saw from our distance, it had at least 5 different forms." Cylas put in. "One big scythe, one big gun, two scythes, two guns, dual-headed scythe. And he was proficient with all five forms. He's been highly trained, whoever he is."

"Who has?"

Team ACVR turned in unison to see an older man walking towards them, garbed in a gray, long tailed dress shirt, a red tattered cloak over it, with black dress pants and black dress shoes. His hair was graying, and his face was unshaven, and a greatsword was strapped across his back, gears exposed near the crossguard area and half the blade was retracted into the rest of the weapon. The man walked with a slight stagger, as though drunk, yet he looked extremely serious about the situation at hand. Whoever he was, Team ACVR had no idea, and Arthur wasn't about ask waste time.

"Who are you?!" Arthur immediately took an aggressive stance, ready to draw his weapon Myrrdin at a second's notice. The stranger simply chuckled.

"Relax, kiddo, I'm not here to hurt anyone. I just wanna know what the hell happened."

"And why the bloody hell should we tell you?" Arthur challenged.

"Because _I _asked for him here." Ozpin walked up behind him, looking calm and serene as ever, though he seemed mildly surprised to see the stranger. "Qrow, I wasn't expecting to see you here a day early."

"Yeah, well, when _you _call for me to show up, I don't waste time." Qrow Branwen replied, taking a flask out of one of his pockets and taking a long drink. If the smell coming from Qrow himself was anything to go by, there wasn't any question of what was in it. "So does anyone wanna tell me what the hell's going on here?"

Arthur and his team looked at one another before looking back at Ozpin and Qrow. "The first years can tell you better than we can...they're the victims in all this."

"But before we talk to them," Ozpin said, taking out his scroll and reading a message from Glynda Goodwitch, "there are two others who will be joining us."

"And who would they be, Oz?" Qrow asked, raising an eyebrow as he closed his flask and put it back in his pocket. As if in answer, footsteps were heard coming down the hall, and as Ozpin and Qrow looked, they could see two people approaching. One of them was Goodwitch herself, looking quite unhappy with the situation. The other was a tall pale young woman with white hair and medium light blue eyes, her hair tied up in a bun with a small lock of it hanging down on one side, and she was dressed in an Atlas Military Uniform. At the sight of her, Qrow's eyes narrowed into near slits. "You."

The woman's eyes widened in contrast to Qrow's glare, her own expression one of surprise and anger. "Qrow! What on earth are _you_ doing here?!"

"I could ask you the same thing, Ice Queen," Qrow replied; indeed, this woman was Winter Schnee, Weiss's older sister and Ironwood's personal assistant.

"I'm here because Ozpin specifically requested me to come here!" snapped Winter, annoyed.

"Right back at ya." Qrow smirked. He always enjoyed egging Winter on, her reactions were priceless.

"Enough," Goodwitch put in, "Your reasons for being here are irrelevant. There has been an attack on two Beacon first year students and we want you to look into it."

Qrow instantly got serious. "Did they see who the attacker was?"

Arthur answered. "They both described him as a man in a black cloak with the hood up, wearing a white mask that had purple tribal patterns on it, wielding a chrome scythe that had at least 5 different forms: Great scythe, double-barreled rifle, two scythes, two carbines, an and dual-headed scythe. They said he outsmarted them and ambushed them despite them being the ones tracking him."

Qrow was silent for several moments, as though in deep thought before asking Arthur seriously, "And you saw him too? When you intervened?"

Arthur nodded. "It was exactly as they said. We didn't see much of the scythe, he turned tail and ran when my Team showed up."

Qrow looked uncharacteristically grave. "What they described sounds like something I've only heard rumors about." The older huntsman started pacing as whispers he'd heard whilst he had been away on his last mission came back to him. "If he is who I think he is, then we've got a serious problem." Glynda and Winter exchanged glances. If this was enough to make _Qrow_ start pacing it had to be serious.

"Why?" Arthur put in, "Who is he?" Qrow stopped pacing and looked at each person present.

"The assailant the kid described matches the description of Diabolus. A deadly assassin more commonly referred to in the underground as The Reaper, or The Mask," Qrow elaborated, eliciting an expression of wide-eyed shock from those listening, "And one who's thought by most to be little more than a myth."

"How do we know this Diabolus even exists?" Winter asked cooly, calm as ever.

"Because look at what happened to these kids, Ice Queen. Their story adds up. A guy dressed in a black cloak with a white mask, wielding a multi-form scythe, ambushing them when they least expected it, defeating them so easily and then disappearing like smoke? That sounds like something that'd inspire a myth to me." Qrow replied, taking out his flask once again to take a long drink; it had been a far longer day than he'd bargained for.

"So why was he here? What was he looking for?" Glynda put in, her expression grim.

"It sounds to me like he was leaving. Which leads me to believe he might be hiding amongst the students. Or..." Qrow looked at Ozpin. "...he was hired by your little infiltrator."

"But why?!" Winter demanded, "What could she possibly want?!"

As if in answer, her scroll rang, and she quickly answered it, putting it on speaker. "What is it?"

"Miss Schnee, Roman Torchwick was just found dead in his cell!" Everyone present, even Qrow, stared in shock at the scroll as they heard these words.

"What?! How?!"

"His throat was slashed, ma'am, and there's no evidence of a murder...we can only surmise that he somehow killed himself."

"Or he was assassinated." Put in Qrow, and everyone nodded. This explained why Diabolus had been leaving the school. With Torchwick behind bars there was no further need for him, and thus he would only be a loose end the longer he lived. So the simple solution: kill him. Winter hung up her scroll and they all looked at one another.

"So...what do we do now?" Arthur asked.

"We need to look into this," Ozpin stated, "but we must proceed with caution, we cannot afford panic." The Headmaster looked at Arthur and his team. "Mr. Grey, it is imperative that for your own safety, you and your team stay out of this."

"But..!"

"We may be dealing with something that goes beyond Vale. Beyond even Remnant. I cannot allow my own students to be endangered by it." Ozpin said firmly, and then smiled a little. "Besides. Amity Colosseum will be arriving in a few days, and the Vytal Festival will begin soon afterwards. It is in your best interest to rest as much as possible before then." Arthur bit back his protest and nodded. The headmaster was right, as always, and he had to accept that. Arthur nodded to his team, and they left the group for the trek back to the dorm, and when Team ACVR was out of earshot, Ozpin looked at Glynda, Qrow, and Winter. "There is one more person I wish to add to this circle, but it may be some time before I can speak to him. He's rather...distant."

**X-X-X-X-X-X-X-X-X-X-X-X**

Erebos, now recovered from his transformation into The Shadow and back to his normal self, walked out of his HQ into the cool night air. The day had been long, and night was still young, with much still left to do, and many days of work ahead. He had much to plan, and little time to plan a large amount of it. He had to wait for his loyal servant to return before knowing how to proceed.

At that very moment, a cloaked figure with a white mask on a hoverboard emerged from the shadows and jumped down, removing his mask and lowering his hood to reveal that he was, in fact, Remnant.

"Master!" The boy seemed far more aggravated than normal.

"Remnant. Have you severed the final loose end?" Erebos ignored his servant's state of mood, but in the next few moments wasn't able to.

"Yes, yes I have, but we have a serious problem!" The boy discarded his cloak and mask, pacing intensely, looking more and more distraught with every second he paced. "I was followed! By two first years!"

"I am sure you could handle them easily, Remnant, you are my most highly trained apprentice." Erebos responded calmly, a little amused by Remnant's behavior, which only seemed to aggravate the teen.

"Yes! Yes I could! I beat them easily, and was about to kill them, too! But noooo, right as I'm about to, some fucking _guy_ and a freakshow of a team showed up and fucking _wrecked my shit!_ I was outnumbered and outgunned! And no matter what I've learned, no matter what I could have applied, I would have been wrecked anyway! You think I _wanted_ to flee?! How fucking weak and helpless do you think I felt, huh?!" With this last statement, Remnant stopped pacing and looked Erebos right in the eye. Kraid had to admit he still found Remnant's irritation amusing, but as Remnant said, this indeed create a problem for them.

"So, in short, we no longer have a clear indication of what our opposition is." Erebos began pace himself, though in a considerably more laid back and relaxed manner than Remnant had. "This is a problem, indeed. And a setback as well."

Remnant, calmer now, looked at his master as he paced. "So what do we do now?"

Erebos didn't immediately answer, thinking hard as he stopped pacing, his brow furrowed as he looked straight ahead of him. "We need to know the full strength of our opposition." He turned and looked right at Remnant. "Amity Colosseum will arrive in Vale in the next few days. You and Cinder's team will enter the Vytal Tournament and compete." His eyes narrowed into slits. "And you are to kill _no one._ Is that clear?"

Remnant sighed in aggravation. It was difficult to grasp the concept of fighting without killing for him, but his master's word was final. "Yes, master."

"Good. Now, return to Beacon and await further instructions." With that, Erebos turned to walk back into the base, but stopped when Remnant spoke once again.

"Master..." Remnant paused before continuing. "Why aren't you telling Cinder the truth? About the real reason why you have her stationed at Beacon?"

Erebos remained standing where he was, his back to Remnant, not immediately answering. This was a question he would have preferred to avoid, but considering it was his most loyal servant asking him this, an answer was only proper. Erebos turned back towards Remnant, his mismatched eyes meeting his.

"Consider this instead, Remnant. Why do you think _you_ are stationed at Beacon? And why would I tell you one thing and tell Cinder another?" His meaning couldn't have been clearer. Cinder didn't need to know why she was at Beacon, but because she was bound to be suspicious, he had given her a false one. Erebos knew his daughter well, and kept her at Beacon under a false pretense so that Remnant could complete the real mission and continue to keep Cinder in the dark. But that still didn't answer Remnant's question.

"But what's her role in all this? Why involve her at all?"

Erebos glared at Remnant until he looked down, unable to meet his master's piercing gaze. "You operate on a need to know basis, Remnant. And that is something you _certainly_ do not need to know." Remnant nodded, keeping his gaze down humbly.

"Your role is far more important than hers, boy. And you would do well to remember what you are here for in the first place, and why I brought you with me."

Remnant rubbed his sternum subconsciously, shivering a bit knowing what was ahead for him. And for the world he was named after.


	8. The Tournament

**Chapter 7: The Tournament**

A deafening roar of cheer erupted across the stands of Amity Colosseum, the bright blue sky and surrounding clouds echoing with the cheers of thousands of students gathered in the stands. Several days had passed since the mysterious appearance and disappearance of Diabolus, and now, a week later, it was anything but foremost in anyone's mind. The Vytal Festival had kicked off with a bang, and the corresponding tournament was now in full swing in the massive floating stadium that now overlooked the city of Vale. The students of Beacon Academy were joined by the many students of Shade, Haven, and Atlas Academy as well, human and faunus alike, and the first round of the legendary Tournament was under way: the Round of Teams. And at that moment, such a match was going full throttle.

Team RWBY of Beacon was facing off against Team ABRN of Haven, and it was a matchup that many students of Beacon were eager to watch and spectate. Team RWBY had practically become minor celebrities in the last several weeks, as the Team that had caught Roman Torchwick. So it was no wonder many, many Beacon students were eager to see how this fight would turn out. Team JNPR especially were eager to watch their comrades emerge triumphant, and as they watched the fight become more and more intense, it was quite a nail-biter.

Separate from the crowd, Noir Harceleur was watching the fight with keen interest from a spot underneath the stands that placed him on the same level as the arena floor, underneath everyone else in the crowd. It was the only spot that afforded Noir any respite from the cacophony of clashing noises in the stands above, which for his hypersensitive ears was agonizing, and he never particularly liked crowds to begin with. Ironic considering that his style of combat involved getting up close and personal more often than not, though admittedly in combat it was something else entirely.

As Noir watched on from his secluded spot, he had eyes only for one member of Team RWBY: Yang. The buxom blonde was in her element, both figuratively and literally, facing off against Team ABRN's dark-skinned fire wielder in the lava field half of the arena. Noir could not help but admire Yang's sheer tenacity on the battlefield, her ferocity, and her sheer enjoyment of the thrill. Yang lived for the adrenaline of the battlefield, and as Noir watched her in her element, he was deeply intrigued by her enjoyment of the thrill, and how this particular trait of hers contrasted with Noir's complete lack of emotion in combat.

Noir could see the fire in Yang's eyes as she clashed with her opponents, the enjoyment, and the satisfaction she got from experience the rush of adrenaline from fighting in such an intense battle, and it intrigued Noir, for it seemed to make Yang, if it were possible, even more beautiful in his eyes. Noir watched intently as Yang fought in close quarters with ABRN's leader, Arslan Altan, in an intense hand-to-hand fight that seemed to intensify more and more with every moment, and as their fists collided, a shockwave burst from between them, knocking both of them back several feet. Noir couldn't help but feel rather impressed at Yang's endurance, and as he watched her charge Arslan, he noticed an increase in her speed, due to the hits she had taken. Noir winced as Arslan used a trip wire to knock Yang off balance and then viciously kick her into the ice section of the arena, following up with a another kick that knocked Yang flat on her back.

"Come on, Yang, get up..." Noir muttered under his breath but then, right as Yang was about to be taken out for good by Nadir Shiko, an Ice Dust round froze him in place, and Noir smiled. Ruby had Yang's back, and Weiss had hers as she took out Bolin Hori from behind seconds before he attacked Ruby. Noir watched on as Team ABRN seemed to gain the upperhand, with Nadir being thawed out and Reese Cloris knocking Blake on her back. However, things turned in Team RWBY's favor when Blake, using her speed, semblance, and weapon in a lethal combo, knocked Reese right out of the arena, a hit that depleted her Aura to below the level needed to continue.

Yang meanwhile was pursuing Arslan across the ice, firing rounds from Ember Celica to propel herself forward, and as Weiss froze Bolin and Nadir in a giant fist of ice, Arslan had to go out of her way to thaw them, shattering the ice fist with ease. Noir then watched as Weiss created a slide of ice, Yang propelling herself forward on it as Blake used Gambol Shroud to sling her partner at the remaining members of Team ABRN, with Yang delivering a devastating punch that knocked all three of them out simultaneously, securing the victory for Team RWBY.

"Yeah!" Noir grinned and cheered softly to himself, impressed at Yang's sheer strength. As Professor Port announced Team RWBY as the victors, Noir slipped out of the Stadium and headed for the fairgrounds, taking flight and gliding down from the Colosseum. As he landed he stretched a bit, his wings folding to his back and blending with his trench coat as he walked over to a nearby vendor and waited. He knew they'd be down soon enough, as he could have heard Blake's stomach growling from miles away, and the fairgrounds had the biggest selection of food vendors he'd ever seen. He had already enjoyed a particularly good fruit salad from a vendor not far from where he was standing. Sure enough, a few moments later Noir spotted Team RWBY walking across the fairgrounds, and he smiled to himself as Ruby jumped up and cheered loudly.

"We DID IIIIIIIIIIIIIIIIIIIIIIIIIIIIIiiiiiiiiiiiiiiis anyone else starving...?" Ruby ended her cheer of triumph with a tired groan of hunger, hunched over with her stomach growling. Noir chuckled to himself at Ruby's adorable moment, and started walking over to the group, and it wasn't long before Yang spotted him.

"Noir! Hey!" The blonde waved excitedly, and Noir smiled, moving over to them a bit quicker and nearly losing his balance as Yang attacked him with a huge hug. He smiled a bit as he returned the hug, regaining his balance as Yang released him with a wide smile.

"Hi, Yang," Noir said, smiling in a way no one ever had, a legitimate smile. "I saw your fight with Team ABRN, good work out there!"

"Heh, thanks!" Yang grinned and winked at him. "Did you expect anything less?"

"I suppose not." Noir smiled at her before turning to the rest of the team. "Ruby, Blake, Ice Queen, nice work out there." Ruby smiled and Blake grinned a bit while Weiss frowned at the use of her infamous nickname, and, looking from Noir to Yang, who, as Weiss noticed, were holding hands, raised an eyebrow

"I'm supposing you two are dating now?" she asked almost sarcastically. Noir, in response to this just raised an eyebrow as though saying 'What the hell do you think?'. But it was Yang who spoke what he was thinking.

"Well, duh! How'd you not figure _that_ out by now?" Weiss's eyes widened to the size of dinner plates as Ruby and Blake both took a slight step back.

"I...I was...I was being sarcastic!" Weiss sputtered, completely taken aback by Yang's blunt confession. "And how?! You two only went on one date, and it wasn't even a proper date, which he stormed away from, and it's not to mention you two are total opposites and have barely spoken to each other since-" Weiss was cut off as Blake smacked her hand to her mouth and smiled at them.

"We're happy for you two," the cat girl said, smiling from one to the other. Noir smiled a bit and nodded to Blake, thankful that Yang's partner, at least, was okay with it, and then looked to Ruby, who still looked mildly shell-shocked. Ruby was looking from Noir to Yang and back repeatedly, as though trying to process the fact that Noir and Yang were, in fact, dating, and the longer she went without speaking, the more worried Noir started to become.

"Um...Ruby...?" Noir was getting uneasy now as Ruby simply stared at them, and finally, Ruby shook herself and then smiled up at Noir and her big sister.

"Just, um...be nice to her, and um...make her happy!" Ruby managed to say, and Noir smiled down at her, nodding in full understanding of what she was asking of him. Ruby then smiled and gave Noir a hug, eliciting a legitimate smile from Noir, who hugged her back.

"So...I believe I caught something earlier about getting food?" Noir smiled, looking at Ruby, who's stomach instantly growled audibly. Yang laughed and grinned.

"Come on, I know just the place!" Yang began to lead the group towards a vendor not far from where they were standing, with Noir next to her and the rest of Team RWBY following close behind. They didn't get very far before a familiar voice spoke behind them.

"Hey! I think it'll be hard to eat without this!" All five of them turned around to see Emerald Sustrai holding Ruby's wallet. Ruby, going wide-eyed, started checking all her pockets rapidly as the green-haired girl chuckled. "Good to see you, Ruby!"

Ruby smiled happily at Emerald and skipped over to her. "Hey Emerald! It must have fallen out of my pocket...ugh, girl pockets are the worst!"

"What's up, Em?" Yang smiled as she waved to her. Noir, however, in contrast to the four girls, did not greet Emerald, and didn't even smile, going poker-faced the second he saw who it was. Emerald, on the other hand, upon realizing Noir was standing there, thanked her lucky stars that her blush wouldn't show, because seeing Noir there caused her face to heat up in embarrassment. She couldn't help it. Ever since watching Noir fight Pyrrha she had become fixated with the dark brooding bat, and for all her smarts and wit, she had no idea how to approach him. Thankful that her blush wouldn't show, she continued to smile widely at everyone.

"I just left the stadium after watching your _amazing_ fight! You guys were awesome!" Emerald praised with rather convincing enthusiasm, and while it convinced Ruby enough for her to shyly protest whilst trailing off, Noir could tell by her tone that Emerald wasn't being very truthful. He thought intensely to himself, his flat expression never even flinching as multiple possibilities came to mind, and it wasn't until Yang nudged him a bit that he came back to reality.

"Babe? You okay?" Yang asked quietly, looking rather concerned for him, and Noir couldn't help but feel that he was being rather rude despite his circumstances, and he nodded before managing to force a small smile, looking at Emerald and speaking up.

"I saw your team's fight as well, Emerald. You four were quite something." Noir paused only for a moment, his red eyes staring right into Emerald's. Emerald could see the suspicion in Noir's piercing gaze, and was thankful when Weiss spoke next.

"You know, I feel like we never see your teammates."

Yang nodded in agreement. "Why don't we grab some celebratory lunch together?"

"Oh! That's...very nice of you, but my teammates are very introverted..." she then added in a whisper as Mercury, not far away, sniffed at a boot and winced, "...very socially awkward."

"Ooooooh, yeah, I could see that." Yang nodded in understanding. Noir looked at Yang with a curious expression. How could she possibly not see the obviousness of Emerald's fake small talk?

"So it looks like I'll be advancing to the doubles round, who'd you guys pick?" Emerald inquired.

At that moment, Noir's scroll buzzed loudly, and he took it out, looking at who was calling with a furrowed brow before nodding and replacing the scroll on his belt. "I need to get going. I have a fight to prep for." Noir turned to Yang and smiled as he spoke softly to her. "You'll see me later, I promise." With that Noir took a few steps away from the group, spreading his wings and taking flight towards the Academy.

"Wait...I thought Noir didn't have a team!" Weiss protested. "How's he going to enter the tournament?!"

No one had an answer for her, and as they continued discussing the Tournament, Emerald was in deep thought.

_He doesn't have a team...? That's news. With that in mind, I wonder how he intends to enter the tournament, let alone compete in it, by himself? _

**X-X-X-X-X-X-X-X-X-X-X-X**

A few hours later, Team RWBY sat in the stands of Amity Colosseum, cheering with the rest of the crowd as Team JNPR walked off the field in victory, proud expressions on their faces. JNPR's fight had been intense, with Team BRNZ (bronze) proving rather formidable opponents. In the end, JNPR had won, thanks largely to Nora, whose hammer blow took out the entire team at once.

Now as they walked off the field, Noir, in a locker room preparing for his fight, stood up from his meditation, changing into an outfit very different from his usual garb. He cast his heavy overcoat aside and over his sleeveless shirt donned a vest of scale armor, lightweight for maximized speed and meant to flex with Noir's body. Noir then produced a pair of forearm guards and donned them, swinging his arms around to test their light weight. His final armor pieces were shin guards, which he fit over his pants and locked them in place. Noir performed a brief acrobatic stunt in mid air to test the overall light weight of his armor, and, satisfied with it, donned a sleeveless trench coat over his armor, his wings still free to move at will, and then sheathed Schwarze Klinge at his side. He then looks around to three first-year students who sat in the locker room as well, separated from him.

"Alright, so here's the deal." All three of them looked at Noir as he spoke. "I was supposed to enter this tournament alone, but with the way the rules are set up, that wasn't possible. For that reason I chose you three as stand-in teammates. However, I do not want the three of you to get directly involved. This is my fight and mine alone, and when the fight begins, I want two of you to step out of the arena, and the third of you to remain hidden until the fight ends. Whomever it is who stays hidden is up to the three of you. If I am victorious, and I am confident I will be, that individual will advance to the doubles round with me. Any objections?" The three first years all looked at one another and then back at Noir, shaking their heads, and Noir nodded. "You all will be fine out there. Just leave the Team we're facing to me."

At that moment the PA system in Amity echoed with Peter Port's voice. "And now, ladies and gentlemen, it is time for our next match!" From inside the locker room, Noir and his stand-ins could hear the deafening roar of cheers and Noir took a deep breath to steady himself, walking towards the hall leading to the Amity arena with the first years in tow as Port and Bartholomew Oobleck continued to commentate.

"Yes! And for this match-up, we have two teams from Beacon facing off in a Battle Royale for who shall represent the Kingdom of Vale in the Finals!" Oobleck explained excitedly, "And now, entering the field are four of my personal favorite students, Topaz Kogamo, Royal Gené Bivera, Rowena Oro, and Fonce Bluer, also known as, Team TRRF!"

"Yes indeed!" declared Port, "These first years have certainly proven their metal many times over. But they are facing off against one of the deadliest tacticians Beacon has to offer, second year Noir Harceleur and his Team!" At this, Team RWBY stared as Noir walked out into the arena, the three first years in behind him, a look of determined calm on his face. As they all looked at one another in baffled shock, the two teams stood facing one another across the center platform.

Topaz, fully recovered from his injuries, stood in front of his team, grinning at Noir with interest. He had known Noir throughout his time thus far at Beacon, yet he had never seen him in action. Fonce, also recovered, stood a few paces behind him, his expression as calm as Noir's, though even he was grinning a bit in interest. On Topaz's right stood Royal, her rainbow hair glimmering a little in the afternoon sun, and her eyes a light shade of pink. Her hands were on her hips and she couldn't help but grin at Noir as she stood across from him. Noir was like her older brother, and to stand across from him on the field of battle felt almost ironic considering how close they were.

On the other side of Topaz was Rowena Oro, the only member of Team TRRF who didn't really know Noir all that well. She was noticeably taller than average at 6'1'', with dark, chocolate-colored skin that contrasted with her long blonde hair that fell a little below her waist. She had dark brown eyes, and she wore a black open blazer over a gold-trimmed black strapless tube top. Her lower body was garbed in black capri shorts, with high socks that covered her knees reach up from her knee-high combat boots. On her back was a gold claymore that was as nearly as long as she was tall, with a blade that by itself was over five feet long. Like the others, she wore a grin, this one of confidence.

Noir stood across from Team TRRF with his stand-ins behind him, and as the crowd cheered Noir spoke to Topaz. "Topaz." Topaz looked up at Noir and raised an eyebrow. "These first years are not apart of this. Two of them will step out and third will hide. Leave them out of this and let this fight be mine."

"Why would you want to do this alone, Noir?" Topaz questioned, "Do you not think that you're a little outnumbered? And might need some help?"

"I was supposed to enter alone, Topaz, however the Tournament rules don't allow that. Besides. Numbers may assist in battle. But they don't win it." Noir replied and Topaz had to admit he had a point. After a moment he nodded and grinned.

"Alright, Noir, you got a deal. Me and my team won't touch any of them. But don't expect us to hold back on you!" Topaz grinned and drew Flare and Glare, taking his stance. Fonce pulled out Frozen Silver in its sword form and took a stance of his own. Royal took a kickboxing stance as she spun a large, key-shaped knife around her right hand, gripping the handle bowie-knife style as she waited for the match to begin. Rowena drew her claymore, Rapunzel Vanity, and held it one handed off to the side.

"I wouldn't expect anything less." Noir replied as he finally cracked a smile, drawing Schwarze Klinge and holding it out to his side parallel to the ground in his signature stance. The combatants stared each other down, Team TRRF tensed and ready for the fight to begin, Noir as calm as ever, relaxed and ready. For several moments no one moved, and the crowd seemed to grow eerily still in anticipation as they waited for the fight to start. As they waited the stage selectors rolled, adding an even larger sense of anticipation to the fight soon to begin. The first roller stopped on the Mountain stage, while the second stopped on the forest stage, and the terrains rose from within the Colosseum, and Noir couldn't help but smirk to himself. Advantage, him. In both regards.

"Three...two...one...BEGIN!"

As Port's bombastic voice declared for the match to begin, two of the first-year stand-ins instantly dashed for the arena edge, the third taking cover in the forest area. Noir remained where he was, and as soon as the fight began, Royal, not hesitating for even a moment, charged, aiming a punch at Noir's face. Noir, grinning, side stepped the blow and spun in a 360, taking Royal's feet out from under her, and without missing a beat, leaned back to avoid a devastating downward swing from Rowena's claymore, backflipping in the air as Topaz fired several rounds at him, the shots bouncing off Schwarze Klinge's blade as Noir landed lightly on his feet, flipping the blade up behind him and blocking a strike from Fonce. Without missing a beat, Noir took Fonce's feet out from under him with another 360 spin, front flipping out of the spin as Rowena's blade slashed across where he was standing just a moment before, using his fingertips on his free left hand to push himself off it, bringing Schwarze Klinge up to meet one Topaz's blades in mid air, spinning the weapon by its handle around his hand and knocking it aside whilst blocking the second blade in the same motion. Landing back on his feet, Noir was met with a flurry of fist-and-knife blows from Royal, and Noir, not even flinching blocked Royal's fist with his left forearm guard whilst parrying her knife blade with Schwarze Klinge.

All of this happened in the span of a few seconds and already the crowd was roaring in excitement at the intense four-onto-one battle playing out before them. Team RWBY stared wide-eyed at the scene before them, stunned by Noir's skill and agility. Without even tensing up slightly, he was taking all of Team TRRF on at the same time, and more than holding his own as all four of them attacked at once. Yang especially was impressed, as while she'd seen him take on Pyrrha Nikos to a draw, she'd never seen him take 4 skilled fighters all at once, and still hold his own.

As Noir parried Royal's blows, Rowena's blade split into several dozen segments connected by a long chain and lashed it out at Noir, creating a deadly bladed whip. Noir, his reflexes kicking in, rolled back, somersaulting on the ground to avoid the long deadly lash, and then straightening back up to immediately block a strong blow from Fonce, who began to rain several heavy-hitting blows at surprising speeds. Noir, blocking the blows, spotting an opening and without hesitating, parried another blow and ducked under it, spinning rapidly and bringing his left fist up for a left uppercut that clipped Fonce on the chin, putting him flat on his back. Without losing momentum Noir brought his left arm back to block a blow from Topaz, flipping Schwarze Klinge around in his right hand slamming the pommel into Topaz's gut, knocking the wind out of him and sending him rolling. Rowena and Royal both attacked at once, Rowena's blade back in sword mode as she swung it hard at Noir, while Royal flipped her key-knife, Amber Transparent, around to reveal a revolver, pulling back the hammer to fire. Noir, spotting an opening, reacted smoothly, sidestepping Rowena's blow and landing the pommel of Schwarze Klinge right across Royal's face, sending her rolling and depleting her aura into the red as she slammed into a rock formation on the mountain segment. The crowd was a roar of cheers and groans as Royal sat up, unable to keep from grinning at the fact that despite being outnumbered, Noir had just turned 4-onto-1 into 3-onto-1.

Rowena, seeing her partner go down, renewed her efforts to attack Noir, swinging Rapunzel Vanity harder and faster than before. Noir, maintaining his distance from her, avoided getting close to her blade as he held off Topaz, who came back at him swinging his bladed tonfa at blinding speed. Noir spun Schwarze Klinge around his right hand to black the first series of blows, switching the weapon to his left hand and using his right to grab Flare and yank it out of Topaz's grip, smacking him on both sides of his face with the handle and pushing him back, switching the weapon back to his right hand and parrying Fonce as he came back at him with another hard swing. Rowena, aggravated now, converted Rapunzel Vanity back into a bladed whip and lashed it out at Noir. This was exactly what Noir had been waiting for, and not wasting a second, kicked Fonce away from him, forward somersaulting under the whip and flipping Schwarze Klinge up, snagging it between two of the segments and yanking it hard, causing Rowena to lose possession of her weapon.

Noir then dashed at lighting speed at Rowena, flipping her weapon away and then delivering several hard blows into Rowena's torso with his left fist and Schwarze Klinge's pommel, finishing off the combo by jumping up and slamming both his feet into her stomach, sending the tall girl flying out of the arena and narrowing it down to 2-on-1. Noir used the momentum of his kick and spread his wings, taking flight towards the mountain, landing on the summit and standing straight, resuming his signature stance. Topaz and Fonce looked at one another, unsure of how to proceed with two of their teammates out of the equation.

Meanwhile Amity Colosseum was going wild with enthusiasm, cheering wildly as the fight unfolded before them, and Topaz let out a quick huff as he looked at Noir on the top of the mountain, and Fonce nodded to him as they began leaping from rock formation to rock formation, ready to take Noir on his home field advantage. Noir, waiting on the summit, flourished his weapon as Topaz reached him first, swinging his tonfa rapidly and at the same time firing multiple shots at Noir as he closed in. Noir, reacting at lightning speed blocked the shots with his arm guards whilst blocking the blades with his own. As he blocked Topaz's attack, Fonce's strike finally hit home, sending Schwarze Klinge flying towards the ground. Noir, disarmed, produced three bat-shaped shurikens from Schwarze Klinge's sheath and flung them at both attackers as he took flight once again, flying high in the air and then falcon diving to the ground. Topaz and Fonce pursued him rapidly, reaching the ground in seconds as Noir somersaulted to the ground. Unable to reach his weapon in time, Noir then flicked his right foot and his shin guard buzzed as a magnetic panel activated, Schwarze Klinge flying to Noir and attaching to his shin guard with the blade facing forward. Topaz and Fonce stared for a moment as Noir balanced himself on his left foot, his right brandishing his weapon, before they rushed at him once again for the attack. Topaz began to pull stops, using his semblance to afford him small bursts of speed as he circled Noir, who, against all odds, was still holding them off.

Fonce, converting Frozen Silver into its rifle mode, unintentionally left himself open as he waited for an opening to strike at Noir while he was preoccupied with Topaz. Noir then deactivated his Magnetic shin guard, regaining Schwarze Klinge in his right hand. On the crossguard, a gun barrel extended, and Noir fired rapidly at Fonce, each round being a bat-shaped shuriken, these enhanced with burn dust. Fonce managed to dodge the shurikens, but as he regained his stance he was greeted with a hard hit from Schwarze Klinge's pommel, knocking him out of the arena. The fight didn't last for much longer. Against Noir by himself, even with his speed semblance, Topaz was no match for Noir's agility and endurance, nor his lightning fast reflexes and unique sword style that seemed to have no rhythm or pattern. Finally after several long minutes of trying to breach Noir's defense, Topaz missed a parry. Noir then knocked both Tonfa from Topaz's hands and then head butted Topaz in the chest, putting him on the ground and putting his aura in the red, winning Noir the match. The crowd sat stunned for a few moments before erupting into thunderous cheering.

"And thus the match goes tooooooo NOIR HARCELEUR!" Port exclaimed into the mic as Team TRRF picked themselves up from the ground, all of them going up to Noir and grinning in mutual respect.

"That was something else, Noir," Topaz said, leaning on Fonce for support as he grinned at his friend. "You deserve this victory. Well done." The rest of Team TRRF nodded in agreement as they walked off the field, and Noir couldn't help but smile as he also walked out of the arena, his stand-ins having disappeared as soon as Noir had secured the victory, though this was no worry, for he'd find them later.

**X-X-X-X-X-X-X-X-X-X-X-X**

Noir walked out of the locker several minutes later, now back in his default outfit as he walked towards the stands to catch Team SSSN's fight with Team NDGO from Shade Academy, stretching and sighing in relief as he would finally get a chance to rest up. Though he didn't show it, the fight with Team TRRF had taken quite a lot out of him, as he had never broken pace for most of the fight, and to keep up the kind of fast-paced fighting he did consistently and without breaking pace was exhausting to say the least.

Noir didn't have much time to think on much else, for at that moment, Team RWBY spotted him walking up to the stands, and Yang, not even hesitating for a minute, instantly got up from her seat and rushed over to Noir, throwing her arms around his neck and then, in front of everyone present, planting a big kiss right on Noir's lips. Noir's eyes widened to the size of dinner plates as Yang kissed him, his entire face turning red as his mind tried to process what was happening. Ruby, having gone quite wide eyed herself, turned slowly around, trying to block the image of Yang kissing Noir out of her mind. After a long moment, Yang parted the kiss and smiled widely up at Noir as he slowly smiled back, his arms slowly wrapping around her waist.

"Noir, that was amazing back there! Holy Dust, I had no idea you were that good!" Yang exclaimed, beyond impressed by Noir's abilities on the battlefield as she smiled up at him, "Seriously, you should show me a thing or two!" Noir smiled back and was about to speak when another voice cut across him.

"Hey, you're Noir right?" Noir and Team RWBY turned to see a short, dark skinned boy wearing black clothing with black hair that was streaked in red, a pair of vivid green eyes looking out from under his brow. Behind him was Emerald Sustrai, who was smiling a bit awkwardly as though she didn't necessarily wanna be there.

"Yes...may I ask who you are?" Noir asked, his smile slowly fading.

"Name's Remmy," replied Remnant, walking up to Noir as the latter parted his embrace with Yang, looking down at this unfamiliar individual. "I was watchin' your fight earlier in the stands, that was a hell of a match. I'm surprised you're not graduated early after a fight like that!"

"Well, I'm flattered you think so, though I've found skills on the battlefield hardly indicate when someone is ready to move on in life." Noir replied, and Yang rolled her eyes. Typical Noir, receiving praise and giving philosophy in return.

"So Remmy, are you on Emerald's team?" Ruby chimed in, rather curious to see this new individual, who turned towards her with a charming smile.

"Yeah, I am. I'll be joining her on the battlefield durin' the doubles round." Remnant grinned at each of them and then set his eyes on Ruby, almost instantly stricken by her, how different she looked and sounded in comparison to the others there, her difference in bearing, and her difference in posture. Ruby was clearly younger than the others there, by two years easily. And Remnant, for some reason or other, simply couldn't stop himself from asking, "I don't think I caught your name, there, Red."

"Oh! I'm Ruby!" She replied cheerfully. "This is Weiss, Blake, and that's my sister Yang!"

"Sister, eh?" Remnant looked at Yang and grinned. "Different mom I'm guessing?"

"Remmy, that's really rude-" Emerald started but was cut off as Remnant whirled around and almost comically shut her down.

"No, shuttup! I don't need you!" Ruby couldn't help but giggle at how suddenly Remnant had reacted, his teenaged persona having been replaced by a more childlike persona that seemed to be almost charmingly funny.

"Well...we should really be getting back to-" Emerald started again but was once again cut off.

"I already KNOW THIS!" And with that Remnant turned back around to look at Ruby with a confident grin. "Seriously, this chick right here?" He pointed at Emerald with his thumb. "Put us in a room, we get in an argument, like, 'hey fuck you!' and 'hey, fuck you too!', it's ridiculous! Noooooo frickin' respect on her end!" Ruby was almost laughing out loud now at Remnant's spastic and yet comical monologue, and what made it all the more hilarious was Emerald's reaction. She looked ready to deck Remnant upside his head right then and there.

"Well, it's nice to meet you!" Ruby said cheerfully, "me and my Team are gonna go catch the next fight, alright? You can join us if you want!"

"Nah, I'd love to, but me and No Respect here have gotta meet up with the team, we got shiz to discuss. I'll see ya around though!" Remnant grinned as he waved, walking off towards the ship docks with Emerald while Noir, holding Yang's hand, walked with Team RWBY to the stands to catch Team SSSN's fight. As soon as they were out of earshot, Remnant went from his childish charm to his serious persona. "So did you find out which of that team will be in the doubles round?"

"Yeah...the heiress and the bimbo." Emerald replied, though still aggravated by Remnant's go at her from earlier.

"The chick in white and the blonde, huh? This oughta be interesting. What do you know about that Noir guy?" Remnant gave Emerald a side glare as he asked this.

"Only that he's secretive, sensitive, stealthy, and liable to snap at any given second." Emerald replied.

"Nice alliteration. Have you been able to get anything out of him aside from what we already know?" Remnant asked.

"Not really. You already know about his Nightstalker alias, and there's not much to tell aside from what we've seen. He's very isolated." Emerald said as she thought over what she knew.

"Not so isolated now, though, is he." Remnant looked back over his shoulder towards where Noir and Team RWBY had been. "I have a bad feeling about him but I'm not sure how bad. We'll have to wait and see." He then turned back to Emerald. "Get back to Cinder and Mercury, and start preparing for the doubles round. I have other work to do."

Emerald nodded and boarded a ship that went back down towards Beacon as Remnant stood on the dock, thinking things over as he replayed Noir's fight in his mind. _He's strong. Even I know that holding off four fighters at once isn't easy. He's skilled, and yet that fighting style...it was like he improvised it all from the getgo. If my feeling is right...he may be one of the strongest in our opposition._

With that final thought Remnant walked back towards the stands to watch the fight between Team SSSN and Team NDGO. Already, with only the first round of the Tournament under way, things were shaping up to be very interesting, very interesting indeed.

The only question was, how interesting would things be by the time the tournament was over?


	9. The Concealed Craze

**Chapter 8: The Concealed Craze**

A few days later, Amity Colosseum roared in approval as Penny Polendina dispatched Russel Thrush and Sky Lark of Team CRDL in an all-too-easy victory, her cheerful smile never leaving her face as she bowed in respect to them, thanking them for the "wonderful time" they gave her. It was a landslide victory for her, her opponents not even qualifying as a challenge, and she'd ended it only because her partner Ciel had pointed at her watch as though on some kind of time limit. All the while she'd had a bright smile on her face, quite enjoying herself despite the sheer lack of challenge for her.

Noir observed the fight from the stands, sitting next to Yang as he watched Ruby's friend win easily, enjoying Yang's company as he spectated from the stands with her. Noir and Yang had been spending nearly every spare moment they could with one another for the last several days, since the morning after their disastrous first "date", and Noir had to admit she made for enjoyable company. She always found a way to make him smile, and she always managed to get him to interact with people, which was something not many people could do. Noir felt as though Yang went out of her way to reach out to him, something that he'd never known her to do, nor had anyone else for that matter. Yang was a very independent individual, and Noir knew this, and because of this it seemed a bit odd that she'd reach out to him.

Yang, on the other hand, had felt drawn to Noir through his dark, brooding, anti-social attitude towards everything, perhaps because it reminded her a lot of Blake, but there was something else there. Noir prefered to blend in to everything, which perhaps was why he kept his wings folded to his back, blending into his trench coat instead of wearing something lighter and showing them off to the world. Yang however loved to stand out, and herself couldn't really see a reason for Noir not to. Regardless of his pessimistic attitude, Noir was a good person, and for the life of her Yang couldn't understand why Noir was so bleak when it came to anything that had to do with himself. While she admired how he put everyone else before himself, she couldn't help but think this way of thinking was somewhat idiotic at times. But this was what intrigued her about Noir, and in many ways he reminded her of Blake, and considering how well she and Blake got along despite their polar opposite personalities, who was to say that she couldn't be the same way with Noir?

As Noir sat next to her, a genuine smile on his face, Noir's mind wandered back to a conversation he'd had with Blake, on the night after his fight with Team TRRF, the day he and Yang had, rather unceremoniously, announced that they were dating. Blake had pulled him aside after the rest of Team RWBY had returned to their dorm for the night, and even now, Noir remembered her words...

_"Noir, listen to me," Blake had said, looking Noir right in the eyes with a serious expression._

_Noir had raised an eyebrow, not sure why Blake was so serious, though at the same time open to what she had to say, as she was his friend as much as anyone else._

_"I'm happy to see that you and Yang are getting along, and I can see that you two are happy together. But," Blake had paused for a moment, never breaking her gaze with Noir, her amber eyes locked with his fell red orbs, "don't you think you two are moving a little fast?"_

_"I don't know what you mean," Noir had replied, though he'd had a shrewd idea of what she was about to say._

_"I know you're not going to like it when I say this, but Weiss had a point. You and Yang only went on one date, and you stormed away from it because your old teammate showed up. And while you _have_ known her since she started Beacon, and you've been interested in her since her initiation, you two barely even spoke to one another until the start of second semester, and even then, you were acting antisocial towards her and, well, everyone else!" _

_"You're certainly one to talk." Noir had blunty said, and Blake had shrugged off this comment despite it aggravating her visibly._

_"That's not my point, Noir. My point is you and Yang only recently started actually talking to one another regularly, and you only went on one date together, and it ended badly. Now, out of nowhere, you two are dating." Blake had sighed as she looked up at Noir. "In all fairness, I don't know what's gone on between you two since the date, but from what I understand, you two have spent every spare moment you had with one another for the last week and a half. That, at least, looks like you two are getting to know one another more. But Noir, answer me this." Blake had then gotten very close to Noir's face, locking her eyes with his once again. "Can you honestly tell me something that Yang hasn't told anyone aside from me and the rest of the team?"_

_Noir had calmly replied with something that had completely stopped Blake short. "Yang told me why she's at Beacon. She's a thrill seeker and an adventurer at heart, and she's always wanted to be caught up in as many crazy adventures as possible, and being a huntress lined up with this." Noir had smiled a bit at Blake's wide-eyed expression. "Blake, I know Yang and I only recently started actually started talking to one another, but we've been acquainted for nearly a year. I admit I was...reluctant...to open up for some time, but when I look at Yang now, and I see the joy she feels...I don't look back."_

_Blake had sighed and backed away a little, looking down slightly. "I guess I should be able to trust you more. Yang certainly trusts you, and Ruby does as well." Blake had then looked back at Noir with a small smile. "Yang is happy with you, Noir, happier than I've ever seen her. As long as it stays that way, then...I won't do anything to get between you. But Noir, if you break her heart..." Blake had then given Noir a sullen glare. "I'll personally make sure you can never break another heart for the rest of your life."_

_Noir had smiled at this; this at least he'd been expecting. "I think Yang would be several steps ahead of you if that were the case, Blake." Blake couldn't help but laugh at this._

_"Yeah, I guess you're right. Well..." Blake had then given Noir a sisterly hug, which Noir had returned with a smile. "Well done with your match today. That was really something, taking on all of Topaz's team like that. If that's how you fight in a four onto one match, I look forward to seeing your doubles match." Blake had smiled and then walked back to Team RWBY's dorm, leaving Noir standing there as he went over what Blake had said to him._

Even now, Noir was continuing to go over what Blake had said to him, and as he continued to hold Yang's hand, he couldn't help but feel that despite his and Yang's brief time together, he felt a connection to the buxom blonde that he hadn't felt towards anyone else for a very long time. A connection that transcended that of friendship, and one that felt, for lack of a better term, right. It just felt right to Noir, and for the first time in many years, Noir felt a ray of light shining upon his life whenever he looked at Yang, a light that filled his scarred heart with more hope than he ever felt in years, even before attending Beacon.

At that moment Noir was jerked back to reality as he heard Yang's voice speaking to him.

"Noir? You okay?" Noir looked at her and saw concern in her eyes before realizing that he'd been completely zoned out for the last ten minutes.

"Yeah, yeah I'm fine," Noir reassured her, smiling a little, "I was just thinking, is all. I tend to get lost in my own thoughts sometimes."

"Heh, well me and Weiss are up next for our doubles match!" Yang grinned as she stood up and winked at him. "Wish me luck?"

Noir smiled a little more widely, and nodded, giving Yang's hand a squeeze. "Go kick some ass, Yang." Yang couldn't help but giggle; coming from Noir, this was an unusually vulgar remark, and she gave Noir one last peck on the lips before heading down to the arena with Weiss. Noir sat back down, watching with interest as Yang and Weiss walked out into the arena, wondering what kind of opponents they'd have.

As Noir watched, Flynt Coal and Neon Katt dashed out onto the field and Noir raised an eyebrow at the sight of them, one of them a dark-skinned young man dressed like a jazz musician with a trumpet in his hands, the other sporting reddish orange hair with light blue streaks and neon colored clothing. As Noir observed these two individuals go out onto the field, he had to admit they were very different from what he'd been expecting of two students from Atlas. But then he knew this to not be a reason to assume anything, for they could be as dangerous as he was.

At that moment, one of Noir's pointed ears twitched as he caught part of the conversation going on out on the field, and Noir leaned forward in his seat, straining his ears to hear it.

"Hey! Weiss Schnee, right? The Heiress?" Flynt was saying, sporting a wide grin.

"I am." Weiss confirmed, smiling to herself and bowing her head politely.

Flynt's grin turned into more of a smirk. "I'm guessing you're good with Dust then?"

"Well, I do my best." Weiss replied with a humble shrug. Noir's eyes narrowed as he continued to listen in.

"Yeah, my dad was good too. Owned a little Dust shop of his own." Flynt elaborated, and then he looked down a bit, his eyes hidden behind his shades as his toned turned very hostile. "Till your father's company ran him out of business." Noir winced at the hostility in Flynt's tone and though he also felt no friendly feelings towards Weiss, he had to admit that this guy had a _far_ more valid reason to hate her than he did.

"Oh..." Weiss looked down in shame, and Noir was stunned; he'd never seen Weiss look so humble. "I'm sorry to hear that..."

Flynt scoffed and looked away sarcastically. "Sure you are." Noir couldn't help but suddenly feel intense dislike towards Flynt; Noir knew when someone was lying or not, and Weiss wasn't. Even in the cacophony of noise Noir could hear the legitimate shame in her voice, and Noir couldn't help but feel a twinge of regret for his own dislike of Weiss, for now it seemed unfounded and even a little ridiculous. At that moment Yang cut in.

"Hey! Why don't you-" before she could finish her comeback she was cut off by Neon Katt.

"Hey! Why don't _you!_" the feline faunus chirped in an extremely unflattering imitation of Yang, pointing at her with a wide smirk as she said in her normal voice, "That's what _you_ sound like!"

Yang had absolutely no idea how to react to this, reaching back to scratch at her head a bit to cover it. "Uh..."

"Hey! Where'd you get your hair extensions?" Noir's eyes went wide at this; if there was any one thing that Noir knew Yang definitely had some vanity for, it was her hair, and whoever this annoying cat was, she was going out of her way to push Yang's most sensitive buttons.

"This is just my normal hair..." Yang replied, sounding quite put out by the question.

"Ooooooh, really?" Neon inquired sarcastically, and Noir could see even from his spot in the stands that Yang was growing _very_ annoyed by the exchange, and even he had to admit that at that moment, had he been down there instead of Yang, he'd likely annoyed as well if the faunus took a stab at him.

"Yeah! Is that a prob-" Yang started but once again she was cut off, and Noir shivered when he heard what Neon said next.

"You should try rollerblading sometime! It's _super_ fun!" she said as she started spinning around on her roller blades, continuing to talk rapidly as Flynt looked on with an amused smirk. "It'd probably take you a while, though, since you're so...you know, _top-heavy._" Noir's eyes went wide as dinner plates at this, and he could actually _feel _Yang's anger building up as she looked down at her busty physique, her fists clenching as the holographic roulette started rolling for the terrain selection.

"_EXCUSE ME?!_" Yang snarled at her, and next to Noir, Ruby rolled her eyes.

"Oh, here we go..." Noir looked at Ruby as she said this; evidently he wasn't the only one who heard the conversation. As he looked back at the stage, the massive terrain simulations rose out of the deep bowels of the colosseum, and Noir tensed as Port counted down to the start of the match. Flynt raised his trumpet to his lips and began playing it, and Noir visibly cringed and covered his ears to shield them from the piercing sound. Even his hypersensitive hearing, which he could use to map out an entire area using the sound waves bouncing off everything (echolocation), couldn't handle Flynt's aura-enhanced trumpet playing which created blast waves of sound that forced Yang and Weiss on the defensive. The ear-piercing noise caused Noir to lose track of things for several moments, and when he recovered, Yang was chasing Neon across the arena, and though Noir couldn't hear what Neon was saying, it was clear that it was only angering Yang even further. Twice, first her leg, then her arm, she was hit with ice dust, and both times, Yang shattered the ice around her limbs as her anger intensified.

Throughout the match, Noir watched the two duos duke it out, with Yang and Weiss losing half their aura levels to Flynt's Killer Quartet move, which caused Noir to actually plug his ears with a pair of noiseless plugs he carried with him, shutting out all sound and focusing on the fight in front of him. Yang's eyes were now red as her rage intensified, and Noir winced was he saw Neon's last taunt, which even even he could lip-read from his spot.

"You're fat."

Movement in another part of the arena caught Noir's attention. Flynt had Weiss on the ground and was now focusing on Yang as he once again split into four of himself, preparing to fire another Killer Quartet at Yang. Weiss, not even hesitating, tackled Flynt into a lava geyser just as it erupted completely depleting her aura.

"WEISS!" Ruby and Blake both shouted, panicked, and Noir stared at where the geyser had erupted, completely stunned by what he had just seen. Weiss, of all people, had just sacrificed her own aura and her spot in the Vytal finals just to bring down one person, to save Yang. Noir had to admit he was impressed, as he'd never seen Weiss do something like that before. Something that he himself would have done in the same situation.

Even though it depleted a large amount of his aura, Flynt stood back up from the attack, incensed by it as Neon skated around him, chattering about Yang, who finally reached her breaking point. Noir shook his head as Yang snapped, going completely all out and launching an all out assault on Flynt and Neon, taking out Flynt within mere moments even despite using his trumpet to keep her at bay. The match didn't last much longer as Yang, finally catching an opening, took Neon out with one blast from Ember Celica, securing her victory. As the match was declared a victory for Yang, Ruby and Blake both got up to rush towards the battlefield, and Noir got up with them, yanking his ear plugs out and rushing towards the field with them.

As Ruby and Blake rushed to Weiss and Yang, Noir hung back for a bit, a few feet away as Ruby and Blake both complimented Weiss and Yang's performances. Noir, after a moments of watching, finally spoke, and caught everyone off guard.

"Weiss." All four of them looked at Noir, stunned. Up to this point he had never used Weiss's name, or for that matter had never even acknowledged that she had one. Noir's entire view of Weiss had changed, and he smiled at her as he kneeled down next to her with her teammates, speaking so only they would hear him. "That was a very gutsy thing you did there, and it's something I would've done were I in the same situation." He smiled at the stunned heiress as he held out a hand to help her up. "I suppose I misjudged you. You're not as selfish and heartless as I thought." Yang, Ruby and Blake sat there, stunned, as Noir expressed this sentiment, and Weiss, well, she was completely dumbfounded. It was unlike Noir to reverse his view on something like that, yet one look in his red eyes revealed his sincerity. Weiss, after a long moment, returned his smile and took his hand as he helped her to her feet, supporting her as her other teammates helped her off the field.

Yang couldn't help but feel proud of Noir. It took a lot for someone like him to change his view on something, and for him to now have respect for Weiss was just something else.

**X-X-X-X-X-X-X-X-X-X-X-X**

A little while later Noir leaned against the wall at Amity Colosseum, waiting for the rest of Team RWBY to return as they made sure Weiss was alright. The arena had been cleared off in preparation for the next battle, and this was a particular battle Noir had been waiting to see.

Emerald and her spastic partner Remmy would be partaking in the upcoming battle against Coco and Yatsuhashi of Team CFVY, and knowing the latter duo personally, Noir was interested in seeing how Emerald and "Remmy", if that really _was_ his name, and Noir doubted it was, would fare against them. Noir's gut bothered him whenever he thought of this "Remmy" and couldn't help but think that his name sounded a little too fake to him. He also seemed far too spastic to be normal. Noir had known some rather spastic individuals, including Nora Valkyrie, but Remmy's spastic nature seemed almost forced. He'd gone from a laid teenager to a childishly vulgar loudmouth in the span of a few seconds, and that to Noir didn't seem natural, unless "Remmy" had some kind of multi-personaility thing going on.

Noir didn't get to think on much else before he turned towards the steps in front of him, seeing Yang, Ruby, and Blake walking up to him. He smiled and brushed his suspicions aside for the time being, walking toward them and speaking first.

"How's Weiss, will she recover?"

Ruby smiled cheerfully and nodded. "The nurses said she'll be totally fine in a day or two."

"That's good to hear." Noir smiled and nodded to Ruby as Yang took his hand in hers, causing him to blush just a tad. "Well, if you three are interested, we have another match about to start. It's Coco and Yatsuhashi against Emerald and that other kid."

"Remmy's about to fight?!" Ruby seemed legitimately excited and dashed into the stands to get a good seat, causing Noir to raise an eyebrow.

"What's got her so excited?" he asked, looking at Yang and Blake, the latter of whom just shrugged.

"Eh, beats me. Come on, let's go see the fight!" Yang grinned and walked towards the stands, Noir in deep thought as he followed her. He couldn't elaborate his suspicions to anyone at that moment, for he knew that he needed hard evidence before drawing any conclusions. As much as he wanted to express his suspicions to someone, for the time being, he'd need to hold his silence.

As he sat down with Yang, Blake and Ruby, the crowd began to cheer as Coco Adel and Yatsuhashi Daichi walked out on the field, Coco waving to the crowd with a big smile on her face whilst Yatsuhashi maintained a calm demeanor, sitting cross-legged on the arena floor in meditation as they waited for their opponents to walk out onto the field. Coco was cool and collected as ever, clad in her expensive clothing with her bullet belt-strapped handbag over her shoulder as Yatsuhashi was in deep meditation, cross-legged on the arena floor to Coco's right, his massive blade across his back. Noir smiled a little as he observed his fellow second years, having always had a lot of respect for Team CFVY, and considered them to be among his few real friends at Beacon Academy.

Across the arena, Emerald Sustrai and Remnant walked out on the field, Emerald with her two revolvers in their holsters and walking in her usual casual strut, a confident grin on her face, though this was rather forced. It was Remnant however who commanded Noir's attention. Remnant was garbed in his usual dark clothing, and had two swords across his back, one horizontal at shoulder level with the hilt facing his right, with the other parallel to it at waist level with the hilt facing his left. The blades were each approximately 3 inches wide, narrowing slightly towards to top ends, which were angled like buster swords. Both blades were 3 feet long from hilt to tip. In contrast with Emerald, Remnant's expression was calm and collected, and he wasn't even smirking as they approached Coco and Yatsuhashi. As they approached their opponents, Emerald whispered something to Remnant.

"So, what's the plan?" she asked as they paced their approach. Remnant spoke in a calm collected tone.

"You take the girl. I'll handle the big one." he replied, his bright green eyes fixed on the meditating Yatsuhashi as Emerald looked at him with a side glance.

"Are you sure about that? I mean, you do realize what she's carrying in that handbag, right?" Emerald looked at Remnant skeptically, and in response he looked her right in the eyes with a raised eyebrow.

"Would you prefer it if I took on both of them?" he asked with a slight edge to his voice, as though irritated.

"Honestly? Kinda." Emerald replied, as the only reason she was even there was because she'd been ordered to. Given her way she'd be as far from the person next to her as possible.

"Fine then. Keep the girl occupied while I take care of the big one, then I'll finish her off." Remnant replied without missing a beat, eliciting an almost shocked look from Emerald that she barely managed to cover up.

"Wait, what? I was being sarcastic-"

"Too late now. Now shut up." For they were now in earshot of their opponents, and they donned confident expressions as they stared one another down.

"Good luck you two!" Velvet Scarlatina called out, sitting next to Ruby and Blake in the stands. The four fighters continued to stare each other down, with only Yatsuhashi not doing so, still sitting in meditation next to Coco. The Holographic Roulette rolled, and four biomes rose out of the stage: The Gold Plains, The City Ruins, The Geyser Field, and The Green Woods. As the biomes emerged, Coco looked Emerald over, lowering her shades and grinning.

"Hey! Love the outfit, there, kid!" she said as she grinned at the other girl, who returned the grin confidently.

"I'll try not to get blood on it." As she finished this statement, Yatsuhashi opened his eyes and stood up, drawing his massive blade.

"I can't promise that you'll leave without a scratch." the towering young man stated bluntly, glaring down at them both. Emerald didn't even bat an eyelash, and Remnant actually smirked.

"Oh, I won't be the one bleeding," Emerald replied, grinning ear to ear as Remnant actually chuckled a little.

"Oooh, I like her!" Coco said with an even wider grin.

"Then you're gonna love me," Remnant said as he drew both his swords, spinning them in rapid circles and taking a stance holding them both in front of him. As Emerald tensed, waiting for the match to begin, she heard Remnant speak again, this time to himself, and Emerald shivered slightly as she heard him sing that same archaic language from the night she met him, but he wasn't singing it to any of the others. In fact, he was actually singing it to himself.

_"Écoutez, sangle en_

_Avertissez vos proches_

_Vous êtes sur le point de faire un tour_

_Un peu sur le côté fou."_

As he finished singing these words to himself, his eyes widened and his muscles tensed, his mouth spreading into a confident smirk as his muscles started to flex, and Emerald realized with a jolt that Remnant had just used his semblance to pump himself up. His semblance didn't just affect fear; it affected every emotion and enhanced it. A Serenade Semblance.

"Three...Two...One...BEGIN!" Port declared into the commentator microphone, and the crowd in Amity Colosseum went ballistic. Emerald and Remnant exchanged a look and slowly backed into the Gold Plains, and Coco, not wasting a second, converted her handbag into her gatling gun, pulling the trigger and unleashing a hailstorm of rounds into the plains to roaring approval. Coco moved her minigun back and forth as she raked the entire biome, completely leveling it. As she stopped firing, her eyes widened behind her shades; Emerald and Remnant had disappeared. The tall grass had been completely leveled and there was no sign of either of the combatants.

"What the..." Coco's brow furrowed, unable to quite comprehend what just happened as her eyes scanned the field for them.

"Look out!" Blake yelled from the stand as she and the rest of Team RWBY looked on in shock, with only Noir maintaining his calm demeanor.

Coco and Yatsuhashi looked up to see Remnant dropping down towards them, a fierce look on his face as he brought his blades down in a vicious downward slash. Yatsuhashi, reacting quickly, pushed Coco out the way and brought his massive blade up to block the blow, pushing Remnant back as Coco opened fire again, aiming at Remnant, who avoided and blocked every shot with lightning fast agility. The spectating crowd watched in awe as the small teen dodged and blocked every shot, Sun Wukong watching with Team SSSN.

"Damn! He's good!" Sun exclaimed, watching wide eyed at the spectacle before him, while next to him, Scarlet David looked around the arena.

"But where's the girl?" At this Sun looked over the field again and realized with a jolt that Emerald had completely disappeared. Remnant, undeterred by the barrage of gunfire, charged Coco and Yatsuhashi rapidly, using both his blades to knock away Coco's massive gun before delivering a vicious double kick right into Yatsuhashi's chest, using the force of his kick to push himself off as Coco opened fire once again. Timing the leap perfectly, Remnant landed right on the barrel of Coco's gatling gun, slamming the pommel of one of his blades right into Coco's face, somersaulting over another swing from Yatsuhashi's sword as the giant warrior swung at him again. Remnant landed behind Coco and viciously kicked her in the small of her back, forcing the muzzle of her gatling gun right into Yatsuhashi's abdominal region.

The whole crowd had gone still. No one had seen this level of ferocity, not even in Noir. Noir himself, observing the fight, realized that, like himself, Remnant fought making full use of his speed, strength and reflexes. However, unlike Noir, Remnant wasn't holding back, and was exploiting every small opening he could find, with near-expert precision. It was as though Remnant was analyzing and reanalyzing the fight with every passing second, making adjustments to adapt to how his opponents were fighting, and yet maintaining his own style with ease.

Coco, reacting quickly, compressed her gatling gun back into its handbag form and swung it around at Remnant in tandem with Yatsuhashi, who synchronized a swing of his own with hers. Remnant, his smirk wider than before, deftly jumped back to avoid it, spinning his swords excitedly as the adrenaline pumped through his veins. As they prepared to charge him, Remnant dashed right at them, rolling between them and straightening up behind them, smacking both of them in their sides with the flats of both his blades as a chain came out of the forest biome and wrapped around Coco's waist, jerking her back into the forest.

"Coco!" Yatsuhashi reached out in vain to grab her but was interrupted as Remnant clubbed him in the back of his head with the pommel of one of his swords.

"Focus on me, big guy!" Remnant snarled in glee as he ducked under Yatsuhashi's blade and aimed another pommel blow at his torso. Yatsuhashi, incensed, grabbed Remnant by his face and with one hand slung him across the field towards the geyser field, jumping high in the air as he prepared to deliver a devastating blow to Remnant. Remnant, looking up and reacting at lighting speed, spun his swords around and slammed them together, creating a 6 inch wide blade with a V-segment at the top where the angled ends joined. A moment later, a long concealed blade extended from V-segment of the joined swords, creating a massive buster sword that was as long as he was tall. Yatsuhashi's blade slammed into it full force, the shock wave from this vicious clash causing the surrounding water to fly back, the earth beneath them cracking and compressing into a large crater, multiple geysers erupting as a result. Remnant dug his feet in and yelled as he forced Yatsuhashi off of him with astounding strength disproportionate to his size, swinging his own massive blade around with surprising speed and clipping Yatsuhashi on the shoulder, knocking him to the ground flat on his back several feet away. Not wasting a moment, Remnant slung his sword at his opponent, the blade stabbing into the ground right next to his head, stunning him, and a moment later, Remnant had lept into the air and landed on Yatsuhashi's chest, delivering a left-handed punch right into his face that knocked him cold, putting him out of the game.

Meanwhile, in the forest, Coco recovered from her sudden snatch, having slammed into the trunk of a large tree, standing up looking around to see her shades broken on the ground, eliciting an angry snarl from the second year.

"I take it back. I _don't_ like her." She didn't have time to think much else as a green shot fired at her from the trees, Coco rolling out the way and bringing her gatling gun back out, opening fire in Emerald's general direction. Emerald jumped through the trees, firing back as she disappeared into the foliage of the forest, leaving Coco standing alone in the biome around her.

"Shit!" Coco swore as she searched for her opponent with strained eyes, her entire body tensed as she gripped her gatling gun in anticipation. The forest biome was deathly silent, and Coco jumped as the jumbotron let out a loud buzz.

"OH! And with that final blow, Yatsuhashi is eliminated from the battle!" Port declared.

"WHAT?!" Coco's eyes widened in shock as she heard this announcement. _That fucking shrimp beat Yatsuhashi?! How?! _Coco looked around the forest, her hands shaking on her weapon as behind her a twig snapped. Coco whirled around and saw Remnant approaching her from behind, his swords sheathed as he paced himself almost casually with a wide smirk on his face.

"I think you've got bigger problems now, Miss Prada." Remnant quipped as he drew his blades. Despite her apprehension, Coco couldn't help but snap back at him.

"Funny, are you referring to yourself or your ego, because I don't think it applies to you." Coco paused and then added one last word. "Physically."

Remnant's smirk instantly disappeared; if there was one thing in the world Remnant absolutely despised and never took kindly to, it was people taking shots at his height, for he was, no doubt, one of the shortest boys there. Not even saying a word, Remnant spun his blades around again, combining them a second time and creating his massive buster sword, flourishing it and slicing a few tries down in the process. At the sight of this huge blade, Coco raised an eyebrow and couldn't stop herself from making a comment.

"Huh. You compensating for something with that?" At this, Remnant finally snapped, dashing at Coco with shocking speed and an expression of pure fury.

"AAAAAAAAAAAAAAAARRRRRRRRRRRGGGGGGHHHHHHHH!" Remnant released a loud roar of anger as he swung his buster sword hard, Coco trying to raise her weapon in a vain attempt to block a vicious blow. The flat side on the top end slammed into the side of Coco's head, instantly knocking her cold and sending her flying out of the forest biome, her unconscious body landing right next to Yatsuhashi's as the buzzer sounded, ending the match with Remnant and Emerald as the victors.

"And with an astonishing upset, Emerald and Remmy are victorious!" Oobleck declared from the commentary box as Remnant split his blade into twin swords again, sheathing them on his back as he walked off the field with Emerald in tow.

From the stands, Noir frowned as he watched them walk off the field, his eyes narrowed into slits as he maintained a stare at Remnant. Noir had opened his second pair of ear canals during the fight, and he had noticed multiple things that others hadn't, the most bothersome of them being Remnant's complete change in demeanor during the fight. Remnant had not been the charming, spastic and yet laid back individual he'd met a few days previously. Remnant had been high on adrenaline the entire fight, never slowing down, never breaking pace, and acting nonchalant and smug when he had put down Yatsuhashi. He had fought with a viciously pro-offensive style that had contrasted starkly with Noir's original impression of the teen, as someone who fought with enthusiasm and fairly. Yet Noir had seen the smirk on his face, the vicious look in his eyes, and had sensed the spike in adrenaline prior to the fight. Remnant was more than he seemed. Noir's suspicion of Remnant was even stronger now, and he felt in his gut that Remnant couldn't be trusted at his word. Noir was brought back to reality as Port bombastically made another announcement.

"Our next doubles match will be in 20 minutes! Stay tuned and don't go away!" Noir breathed in and let out a small sigh as he stood up, Yang, Blake and Ruby all looking at him.

"That's my cue, my match is next. I need to get ready." Noir explained, smiling at them as he stretched a little from being in one place for too long.

"Oh! Good luck, babe!" Yang smiled as she stood with him, giving him a quick peck on the lips, eliciting a noticeable blush from Noir as he smiled and turned to head for the locker. Blake sighed imperceptibly as she watched the couple. She couldn't deny that they had very good chemistry together, and Noir certainly looked happy with Yang, but she still felt in her gut that they were moving too fast. She hoped for both Noir's sake and for Yang's that it would work, for she had no idea what would happen if the relationship went sour.

**X-X-X-X-X-X-X-X-X-X-X-X**

Several minutes later, Noir stood in the locker room, already changed and waiting for the match announcement as he leaned against the wall of lockers behind him. His eyes were closed as he breathed in and out of his nose, clearing his mind and relaxing his body as he prepared for his doubles match. Across the locker room, his stand in partner from his match with Team TRRF sat patiently on a bench, already knowing what was going to happen with the upcoming fight. As Noir meditated, a familiar voice jerked him out of his thoughts.

"So. You gonna do this one alone too, Nightstalker?"

Noir whirled towards the entrance, his hand on his Schwarze Klinge's hilt. Leaning against the door frame was none other than Check Cremissi, clad in the same garb he'd worn at Junior's nightclub weeks previously, a smug smirk on his face. Noir's expression instantly darkened at the sight of Check, his grip tightening on his blade as he deeply buried fury began to boil up in him.

"What do you want, Check." Noir kept his voice as calm as possible, though it was quite clear that he was on the verge of lashing out in fury.

"Me? Oh, I'm just here to tell you that, well, I was quite impressed by that 4 onto 1 fight a few days ago. Honestly, Nightstalker, I had no idea you were into...group activities." Check smirked as Noir's scowl deepened, and he casually flipped a lien card around his fingers as Noir turned away from him.

"I have nothing to say to you, Check. Get out." Noir said this flatly as he turned away, trying to keep his cool as much as possible while he restrained the urge to lash out at Check in rage. Check simply chuckled at this, shaking his head in mock pity.

"My, my, my, my, my, you certainly haven't changed, Noir. You're as volatile as I remember. No wonder you're dating that blonde, she puts you to shame!" Noir stopped in his tracks, his entire body shaking as Check chuckled, smirking at his former partner and teammate. "You should probably know, that after your solo victory, people have really started placing bets on you. I simply couldn't pass it up, so I've got a pool going on you, and if you win this fight, I win _lots_ of money. So, do me a favor. Don't lose this one." Noir slowly turned and drew Schwarze Klinge, its gun mechanism extending as he aimed it right at Check's head.

"Get. Out. Now." Noir snarled each word at Check, who simply shrugged and turned to walk out in a resigned manner, but being who he was looked back for one final remark.

"You always were so dust damned _righteous_. Honestly, Noir, when are you gonna loosen up and just chill the fuck out for once in your damn life?" And with that Check strolled out the locker room, leaving Noir incensed and trying desperately to calm down as he breathed deeply through his nose and out through his mouth, pacing the locker room restlessly now.

Even with his stand-in sitting mere yards from where Noir was pacing, he hadn't felt so isolated in a long time. And he couldn't help but start to wonder if his isolation was his own fault or Check's or simply a result of fate or destiny.

In any case, Noir knew that he couldn't afford to lose control, not with Arthur Grey and Chalaign Royale as his opponents.


	10. Conflict, Counsel, and Courtship

**Chapter 9: Conflict, Counsel, and Courtship**

The crowd gathered in Amity Colosseum went wild as Arthur Gray and Chalaign Royale of Team ACVR walked into the combat arena, Arthur as calm and collected as ever, Chalaign looking as furious as ever with her permanent scowl. Team ACVR was famous in Beacon, a team in their final year of Beacon and a deadly force to be reckoned with, both as individuals and as a team. They were deadly Huntsmen and Huntresses in the making, and to think that this team of ferocious fighters wouldn't be competing in Vytal was simply ludicrous.

Across from them Noir and his stand-in partner entered the arena as well, and the crowd's roar of approval redoubled at the sight of the dark faunus. Noir had become an almost overnight celebrity at Beacon Academy, his four-onto-one fight against Team TRRF having become a major highlight of both the tournament and the festival as a whole. Like many such objects of fascination, Noir had naysayers, who claimed he was merely an attention seeking child looking to put his own mark upon the festival, but these were few and far between, as Noir had, whether he'd meant to or not, given the crowd exactly what they'd wanted: an amazing fight. And now, students and visitors from all four kingdoms were eager to see the follow up to said fight.

"Go kick their asses Noir!" Yang cupped her hands around her mouth as she yelled out to Noir, who looked in her direction and nodded to her with a small smile, before turning back to Arthur and Chalaign, trying to resume his calm and collected demeanor. The two intimidating hunters in front of him looked at one another as the two duos met in the middle of the arena, the crowd cheering wildly at what they were anticipating to be a showdown of epic proportions. For a moment neither of the duos said a word, the roaring of the crowd filling the silence between them as they stared each other down. The tension was high and the suspense was starting to get to everyone there.

Noir was fighting to keep his temper in check, and it was taking every ounce of his self-control to do so. His encounter with Check in the locker room had shaken his emotional stability, with so much anger and hurt being brought back to his mind, much of it still fresh, and now he was struggling to keep calm and regain his composure before he lost his temper. This wasn't proving easy, however, as the roaring crowd was deafening to Noir's hypersensitive ears; yet the cacophony was necessary. The noise allowed Noir to echolocate without needing to open his second pair of ear canals, and it allowed him to mentally map out the entire arena, every nook and cranny visible to his mental perception, so long as there was sound. As he continued to mentally map out the arena, his concentration was broken by Arthur's voice.

"Noir." At the sound of his name, Noir looked over at Arthur, the tall armored huntsman eyeing the bat with his good eye rather intensely. "I understand that you're doing this alone for personal reasons. However, I wouldn't advise it. In this situation, I believe help is called fo-"

"Spare me your advice, Arthur, you already know I won't listen." Noir cut him off, his red eyes unblinkingly meeting Arthur's intense gaze, and then meeting Chalaign's deep glare as he looked to her as well. "My reasons for this are mine and mine alone. So do both me and yourself a favor and save your breath." Arthur and Chalaign exchanged looks, Arthur looking rather amused, and they both turned back to Noir and nodded.

"Very well, Noir. It's your choice." The two duos each took a couple of steps back as the holographic roulette began rolling, and the crowd roared as the terrains were chosen: the City Ruins, The Dark Forest, The Mountain, and the Lava Lake. Noir's echolocation went into overdrive as the crowd roared louder than ever, and in a few moments Noir had the entire field mapped out in his mind, and as he looked back to Arthur and Chalaign, Port's booming voice echoed across the arena.

"Three...two...one...BEGIN!"

Immediately, Noir's stand-in partner booked it for the edge of the arena as Noir drew Schwarze Klinge, flourishing it rapidly as he prepared for the onslaught to come. There was a short moment during which the three combatants stared each other down, weapons drawn, nothing between them but silence. The crowd seemed to quiet down slightly as they watched, and the air itself seemed to grow still.

Arthur, quick as lightning, drew Myrddin, his great sword, and leapt forward, aiming a powerful downward slash at Noir's head. Noir reacting quickly, side stepped the slash and kicked Arthur in the back, forcing him away, but as he turned was forced to duck as Chalaign, with a raw-throated yell, swung her powerful mace, Dominus, right at Noir's head. As he ducked, he was forced on the defensive as Arthur aimed a low slash at Noir's legs, forcing him to retreat. Noir rolled as he narrowly avoided having his legs cut out from under him, regaining his footing not far from them. He didn't have much time to fully recover before both of them were onto him once more. Noir, reacting quickly, grabbed several shurikens from Schwarze Klinge's sheath and slung them at the two fighters. The lethal projectiles forced them to shield themselves, Chalaign with her shield, Hallowed, and Arthur with the flat of Myrddin's wide blade. The distraction was all Noir needed, and using the momentary pause to his advantage, Noir charged forward, leaping in the air and kicking Chalaign hard in the face, the powerful girl momentarily disoriented by the impact as Noir then turned to Arthur, who had recovered a lot more quickly than Noir expected, landing a hard punch on the side of Noir's face and sending him rolling a few feet across the arena floor. Noir quickly got to his feet, a bit dazed but quickly regaining his focus as he leaped right back at the his two opponents, snarling in aggressive determination as he slashed at them viciously, narrowly avoiding another blow from Chalaign, this one striking the arena floor and creating a small crater in it. In response Noir flung three shurikens at her, forcing the large girl to retreat as Arthur charged Noir once more. This time, Noir was ready for him and parried Myrddin's blade as Arthur slashed at him, engaging the scarred young man in an intense duel of blades, and for a moment, it seemed Noir would be able to hold his own. In the next moment however, Chalaign had recovered and out of nowhere aimed a powerful blow at Noir's torso. Without enough time to dodge or parry it, the blow struck Noir right in the stomach, sending him several feet across the arena, his back slamming into a piece of rubble in the City Ruins, depleting a large amount of his aura. The crowd gasped as Noir flew across the arena, and as he slumped on the ground for a moment, Yang gripped her armrests as she felt concern for the bat well up in her. _Come on, get up...get up, Noir, get up!_ Yang found herself thinking desperately as Noir, for a moment, was slumped on the ground, and beside her, her fellow teammates were equally anxious for him as they voiced her concerns aloud.

The fight was off to a far more intense start than anyone had anticipated, and in mere seconds Noir had been forced on the defensive. As he got to his feet, Arthur wasted no time and converted Myrddin into its gun form, firing several shots in Noir's direction, forcing him to retreat once more. Noir, moving as quickly as he could, took cover in the City Ruins as Myrddin's shots narrowly missed him, damaging the ruins around him as he stealthily moved through the labyrinth of abandoned buildings, his focus still disoriented from Chalaign's blow to his stomach. Noir's confusion was only worsened by the roaring of the crowd around him, his broken focus making it extremely difficult to tune out the roaring noise, and as Noir tried to shut it out, Arthur's shots came very close to where he was hidden, forcing him to lay low.

It was agonizing. With the amount of clashing information and noise hitting Noir from all sides, his mind was a disorienting cacophony of confusion, his eyes squeezed shut and his teeth grinding as he covered his ears, trying to regain his composure and his focus. Through it all, one though was prominent in his mind: _Stay Hidden. Survive._ For the first time in years, Noir was being driven by pure gut instinct, and as the agonizing confusion continued to dominate Noir's senses, he fought his way into deeper cover, managing to get out his ear plugs and plugging his ears as quickly as he could. The muffled silence was pure bliss for Noir, and as he finally managed to shut out the noise, he slowed his breathing down and managed to clear his mind. With his mind finally cleared, Noir's eyes finally opened, and he finally relaxed, taking a moment to think his situation over.

He had underestimated Arthur and Chalaign's teamwork, and that had been a fatal mistake. They were faster and stronger than he'd thought they'd be, and this was quite possibly the worst mistake he could have made in a battle. _Fuck...What is wrong with you, Noir, you're better than this! _Noir cursed himself for rushing in without thinking, and as he thought over his current situation, he realized that his anger towards Check had distracted him and thrown him off balance far more than he'd initially thought. As a result, he hadn't fully analyzed his opponents before entering the conflict, and hadn't had a stradegy formed, forced to improvise from the getgo. And as a result, he had just had the snot smacked out of him, and now had a little less than half of his aura left, putting him on the defensive and forcing him to retreat.

_I can't afford to take another risk like that. As it is, I'm already low on Aura Level, and they both know it, and they're going to press their advantage however possible. Taking them head-on will cost me any chance of victory, and taking them head-on at the same time is an even worse idea. Shit...it's been years since I've been forced into a tight spot like this. _Noir took several moments to think things through, as all the while, Chalaign and Arthur searched for him throughout the City Ruins, forcing Noir to keep his cover. _Taking them on face to face won't do me any good. That said..._ Noir breathed in and silently sighed, getting to his feet and taking a low crouched stance. _...I'll have to outsmart them and take them out with stealth. _

The other two combatants continued to search for Noir, both of them crouched and moving as silently as possible, while Noir silently climbed to the top of one of the buildings, moving so silently and imperceptibly that not even the commentating professional huntsmen could see him, and all the while he was analyzing the search pattern of the two powerful combatants below. As they passed through the area where he hid, Noir began counting down mentally, grabbing some shurikens from his sheath and waiting patiently for them to move into place. The suspense was clearly killing the crowd, for they had calmed down very considerably, and were watching the match with baited breath.

In the stands, Yang was watching the fight wide-eyed, her gloved hands gripping the arm-rests of her seat tightly as she scanned the arena for Noir, unable to see him anywhere on the field. With the tension in the air, the suspense saturating the atmosphere and the sheer silence on the field, Yang was watching the fight closely as though hypnotized, the suspense almost too much for her to bear.

_Now!_ Spotting the opening he'd been waiting for, Noir flung his shurikens at several support beams, the fire dust-infused blades burning through them and severing them. The rubble supported by the beams, a small tower, came crashing down and placed a solid barrier between Arthur and Chalaign, separating them. Chalaign yelled out in surprise as she rolled to avoid the falling tower, and as she got back to her feet, a quick look around revealed that she was now surrounded by rubble, closed into a ring and trapped. Arthur, alerted now, looked up at the now severed support beams, perhaps for a clue as to what had severed them, but his look revealed no clues. They had seemingly been severed out of nowhere.

Noir, satisfied Arthur would be occupied for quite a while, stealthily slipped through the maze of buildings and into one the ruined structures surrounding Chalaign, moving quickly and silently as the crowd roared from what they had just seen. The hulking girl was tensed and clenching her mace and shield tightly in preparation for an attack, her scowl deeper than ever as she growled. Noir, keeping to the shadows, circled around her in perfect stealth silently drawing his blade and holding it at the ready as he prepared to strike at Chalaign. Grabbing two more shurikens, Noir waited until he was close enough to strike without being seen and flung them at her shins, the projectiles infused with ice dust. Noir timed his throw perfectly as each of the shurikens hit their marks, freezing Chalaign's legs in ice and freezing her to the ground.

"What the...?!" Chalaign yelled out in shock as she tried to free her legs, the ice around them holding her in place as she struggled to move. "Damnit!" As she struggled to free herself, Noir took his chance and struck from behind, landing a blow on the side of Chalaign's head with Schwarze Klinge's hilt that dazed her and depleted part of her aura, but it didn't knock her out as he hoped it would. Not risking retaliation, Noir dissolved into ashes and then reformed several feet away from Chalaign, slipping back into the shadows as the huge girl growled in anger, shattering the ice around her legs with her mace. Meanwhile, Arthur, outside the ring of rubble, heard the the commotion within and realized that Noir was inside the ring, taking on his partner, and began looking for a way to get in.

Noir swore to himself as Chalaign got free, for the third time one of his tactics going wrong as she pressed a button on the handle of her mace, the top opening up to reveal a barrel, which she aimed in Noir's direction.

"Shit!" Noir swore as a powerful grenade fired from the mace, narrowly missing him and wizzing past him into one of the ruined structures behind him, blowing it to smithereens and eliciting a shocked gasp from the crowd. The shockwave from the blast knocked Noir into the air, thankfully only depleting a small amount of his remaining aura. As he flew through the air, Noir spread his wings and flew through the air, falcon diving into the Dark Forest, another area where he would have the field advantage, and there he waited as an incensed Chalaign and a quite aggravated Arthur rushed in after him, walking right into Noir's field advantage.

"Chalaign, watch yourself in here, Noir is a master of stealth. If you lower your guard, even for a second he'll exploit it. So stay alert!" Arthur growled as he entered the forest, Myrddin in gun form as he scanned the area for any sign of Noir. As he waited for Chalaign's signature grunt or growl as her typical response, he was met with silence. Arthur froze, the eerily still silence in the forest putting him very on edge as he spun around to look for Chalaign. She was nowhere to be seen, no sign of her anywhere, and he hadn't even seen her disappear. In another part of the forest, Chalaign was frozen to one of the tree trunks, Noir having used more ice shurikens to freeze her in place, and with her at his mercy, Noir struck her twice in the head, hard, depleting her aura completely.

"OH! Chalaign Royale is out of the match by aura level!" Port declared over the P.A., and the crowd roared in approval as Arthur froze where he was after hearing this.

_How...?! _Arthur was tensed now as Noir, using the trees as a way to avoid making noise on the ground, quickly located Arthur with his bat-like hearing, thanks to the roaring crowd. Arthur was visibly agitated now, growling under his breath as Noir watched him closely from the shadows. It was just the two of them now, and Noir, confident now that with Chalaign out of the fight, he could take Arthur himself, drew Schwarze Klinge and dropped out of the trees, in full view of Arthur.

"How...how did you take out Chalaign?" Arthur growled, glaring at Noir as he flourished his blade.

"She's incredibly strong, but not very fast. I had to back her into a corner and immobilize her before I could take her out." Noir calmly elaborated. "Plus, between the two of you, she was the one I needed to eliminate first, since when I'm fighting you, my focus is one hundred percent occupied with keeping you at bay, thus giving her any opening she needs to put me down. And so by eliminating her, I can focus entirely on you, if only out of sheer necessity." Arthur, agitated as he was, had to admit that Noir's strategic thinking in a tight spot was impressive, even with the odds stacked against him.

"Impressive, Noir, but I don't plan on holding back." Arthur growled, converting Myrddin back to its great sword form and flourishing it rapidly as he took his aggressive stance.

"I'm not asking you to." Was Noir's calm reply, and he too took his stance, the two swordsmen circling one another as they prepared to charge each other. The tension was high as they stared into each other's eyes, Noir's piercing red orbs meeting Arthur's offset glare, and as they circled one another, they seemed to be attempting to predict each other's moves. Once more the air seemed to go still, and the tension finally reached breaking point. With a low growl, Arthur charged Noir and rapidly slashed at Noir with a two-handed swordstyle that flowed from one blow to another, Myrddin's massive blade a deadly wave of metal that struck at Noir again and again. Noir, ready for him, dodged the first several blows, backing away and following the flow of Arthur's blows, analyzing his style as he backed into the open arena, the crowd roaring as they saw him emerge, and as Arthur emerged after him, Noir saw the opening he needed.

As Arthur brought Myrddin up above his head to slash downward, Noir reacted as lightning speed and kicked Arthur in his open stomach, hard enough to knock the breath out of him for a moment, and as Arthur's flow was broken, Noir attacked, raining blow after blow down on Arthur in quick succession, pushing Arthur back as the older hunter tried to regain his pattern, at the same time trying to analyze Noir's. Noir's style however was unlike any that Arthur had encountered, and Schwarze Klinge's blade seemed to be everywhere, above, below, on the left, on the right, everywhere in between. Noir's speed and agility were blinding, and no matter how much Arthur tried to grasp the pattern of Noir's attacks, there was no pattern to grasp.

Finally, after several intense moments of lightning fast blows, Arthur missed a parry, and before he could recover, Noir ducked under Myrddin's blade and landed a powerful punch right into Arthur's chin, and as he stumbled back, Noir jumped up and kicked both his feet into Arthur's chest, depleting the remainder of his aura and putting him on the ground, the crowd roaring in approval.

"And the match goes to Noir Harceleur by aura level!" Dr. Oobleck declared, the roar of the crowd nearly drowning him out as Noir, panting hard, sheathed Schwarze Klinge and nodded to Arthur as he managed to get to his feet. Arthur, impressed by Noir's skill and patience, nodded in acknowledgement as medics rushed on the field to thaw out Chalaign in the Forest, and Noir, tired but satisfied, nodded in return, acknowledging the powerhouse he had just defeated, and turning to walk off the field.

Yang was beside herself as she cheered wildly for Noir, clapping enthusiastically as her teammates cheered with her, her heart actually fluttering a bit from what she had just seen. Noir, a mere second-year student, had just fought two students in their final year at Beacon and had _won_, a feat even she admitted she couldn't do against one of them, let alone against two of them at once. This was more than she could have imagined Noir being capable of, and as he walked off the field, she resolved to congratulate him in person as soon as possible.

In another part of the stands, another individual had watched the match with equal if not greater interest, and he wasn't as thrilled with the outcome as everyone else. Remnant, from his spot in the stands, had watched this fight with interest, and was very bothered by Noir's victory. This mere second-year had taken two final-years, two students with more experience, more skill, and more knowledge of combat, head on, and had won, something Remnant couldn't have predicted and only increased his sense of unease towards the faunus. There was far more to Noir than he let on, and with this victory, Remnant couldn't help but wonder whether the Vytal Tournament was leaving him with an even more inaccurate perception of his opposition than before.

Whatever the case, Remnant was determined to find out what he could about this faunus, and wasn't going to let this victory stop him.

Meanwhile, at the top of the clock tower at Beacon Academy, Professor Ozpin, Goodwitch, Winter Schnee and Qrow Branwen watched the battle with interest, Ozpin allowing himself a prideful smile as he watched Noir outsmart and defeat Arthur Gray and Chalaign Royale, two of Beacon's strongest students. Ozpin had only ever seen potential in Noir, and as he watched him, a student whom Ozpin himself had personally brought to Beacon, Ozpin felt a small twinge of pride in his student.

"So. This is the one you want to add to this circle, Oz?" Qrow inquired as he watched next to him, drinking from his flask. Next to him, Winter cooly watched with a critical eye.

"Either he is incredibly skilled or else his opponents are subpar. He took multiple hits before managing to gain the upper hand, and missed several of his own-" Qrow cut her off.

"Use your eyes, Ice Queen. He was letting them wail at him, so he could analyze their patterns. It worked on the Gray kid, didn't it?" Qrow grinned as he looked at the aggravated Winter.

"He still managed to lose half of his aura before he turned things in his favor and even when he did, he was forced to retreat. He seems to me to be a reckless risk taker with little regard for his own safety and more for achieving victory." Winter coldly replied.

"Sounds like my kinda kid." Qrow grinned as he took another swig from his flask. "And isn't that what being a Huntsman is about? Putting the safety of others over your won for the sake of protecting them? For the sake of getting the job done?"

"Well, yes, but this isn't a professional huntsman at work, this is a teenager in a tournament doing whatever it takes to achieve victory! That's not the same thing!" Winter argued.

"Enough, you two." Ozpin put in, both of them going quiet. "Noir Harceleur is a very exceptional individual with experience and knowledge beyond his years. He will be a vital addition to this circle should he agree to it. Besides." Ozpin turned in his seat and stood, facing the other three in the room. "It will help to have an outside point of view from a younger mind. The more we know about recent events the better. Noir is highly observant, and a master of gathering information even for his age. His insight may very well prove to be exactly what we need."

"I hope you're right, Oz." Qrow remarked.

_As do I, Qrow. _Ozpin thought to himself. As he looked out his window towards Amity Colosseum, Ozpin hoped in his heart of hearts that he was right, for the world would be in the balance should he prove mistaken.

**X-X-X-X-X-X-X-X-X-X-X-X**

As the large crowd filed out of Amity Colosseum, the day's matches done and the doubles round completed, Noir leaned against a support pillar, changed back into his normal garb, waiting for Teams RWBY and JNPR to join him. The fight with Arthur and Chalaign had very much drained him, and now he felt glad for a chance to properly rest, especially since he was planning on doing some reconnaissance that night. Noir's suspicions of "Remmy" were starting to deeply bother him, and he felt that it was an issue that needed his immediate attention. Yet, despite his closeness with Yang and Team RWBY, he felt that he needed to do this alone, for there were no others who shared his suspicions, and unlike the issue with Torchwick, this was something far more immediate and concerning. If Noir's suspicions were correct, it was possible that was a very viable threat to his friends, and possibly even to Beacon as a whole. Whether he was being alarmist or not didn't matter to him, for he would be dust-damned if anything happened to his friends. Or to Yang.

"Noir!" Her voice suddenly broke his thoughts and Noir looked around to see Yang running towards him from the stands, a wide smile on her face as she ran across the landing area to greet him. Noir smiled widely as he walked towards her to meet her halfway, and almost had the wind knocked out of him as Yang collided with him, wrapping her arms tightly around him and smothering him with her warmth.

"Hello, Yang." Noir greeted softly as he returned the hug, holding Yang close to him as a sudden warmth blossomed in his heart, something he hadn't felt for anyone in a very long time. Noir found himself unable to let go of Yang as he held her close to him, her scent filling his nostrils as he breathed it in deeply, savoring it like no other scent he'd ever encountered in his life. He didn't know what it was that had him so taken with her, it was unexplainable for him. He felt as though he _needed_ her, as though having her in his life filled some kind of long-empty void. He couldn't explain even to himself what this feeling was, nor why he felt it. All he knew for certain was that the girl in his arms at that moment was more important to him than anything else in the world, and nothing could change that feeling.

"Hey Noooir!" came a cheerful call from the direction Yang had come, and Noir's moment of bliss was broken as he looked up and saw Ruby, Blake, and Team JNPR approaching them, Ruby waving happily as Noir and Yang parted their embrace.

"Can't we even have one moment alone..." Noir muttered softly, only Yang hearing him.

"Come on, don't be such a downer." Yang giggled a bit and pinched his cheek. "Whether you wanna admit it or not you were badass out there. Just let people say so for once."

Noir rolled his eyes a bit and managed a small smile as the others approached, conceding defeat as he turned towards the others approaching. _There is never any arguing with her whatsoever._ Noir thought to himself as he walked with Yang to greet the others.

"How the heck did you do that?!" Ruby demanded excitedly. "Those two are in their final year at Beacon! And you freaking _beat them! _How'd you do it?!" Ruby was beside herself with excitement as she looked up at Noir with a wide eyed smile, clearly beyond impressed.

"I gotta admit I wasn't expecting that," Blake concurred, collected as ever.

"Really! I'm freaking jealous that Pyrrha's going to the finals and not _me!_ I wanna fight you so bad now, seriously!" Nora pouted and then turned to Pyrrha. "Kick his ass in the finals, Pyrrha!"

Pyrrha raised her hands defensively. "The finals are randomly selected! I don't know if I'll even face Noir!" A sweat drop ran down her neck as Ruby giggled, and, though Noir couldn't tell for the life of him what compelled him to, Noir smirked.

"Well, if we _do_ face off in the finals, I promise I won't hold back this time." Noir smirked widely as he said this, and all seven of those present stared at Noir wide-eyed as what he just said sank in.

"You...were holding back last time we fought?" Pyrrha asked, her emerald green eyes frozen open as Noir just nodded. For the life of him he couldn't say why he just revealed this, nor why he _had_ held back the last time he'd fought Pyrrha, but, there it was. And his statement had the desired effect as Pyrrha went from flustered to sporting a confident grin of her own.

"Fine then. If we meet in the finals, I'll fight no holds barred, and I'll make sure you go down this time." Pyrrha declared. Jaune and Ren just looked at each other, Ren with an expression that clearly said, _Well. This just got interesting._ While Jaune's expression said, _Oooooh, shit!_ Nora was excited, as this had been exactly what she'd wanted Pyrrha to say, and was now chattering about getting Pyrrha ready as an eighth person approached them.

"With skill like that, you oughta be graduated by now." A low, gruff voice said, and every head turned to see Qrow Branwen standing a few feet away, leaning against a support pillar. Ruby's eyes went wide upon seeing her uncle in front of her and immediately rushed toward him.

"_Uncle Qroooooooooooooow!_" Ruby immediately latched onto his arm in a split second, and for a moment Qrow didn't seem to realize she was there, and looked down after a moment at his younger niece.

"Hi~!" Ruby chirped happily as she looked up at him. "It's so good to see yoooooooou~! Did you miss me? DID YOU MISS ME?!" Ruby seemed to get more and more excited the longer she latched on to Qrow's arm, and as he looked at her, he finally grinned as well.

"Nope!" He grinned and rubbed Ruby's head affectionately as his other niece approached.

"What's up, Uncle Qrow!" Yang grinned as she bumped fists with him, and Qrow grinned as he looked down at his older niece.

"How ya doin', firecracker?" Qrow grinned as Yang winced slightly at the use of her uncle's favorite nickname for her.

"Why are you at Beacon, Uncle Qrow?" Ruby asked excitedly, "I've never seen you come up here!"

"I came here after Ozpin called me. Can't say what for though, that's for the grown-ups, kiddo." Ruby pouted in disappointment as Qrow said this, and her uncle chuckled. "No worries, kid. Everything's fine."

"So what brought you to Amity?" Yang asked happily.

"As a matter of fact, I came to see _that_ kid." Qrow pointed at Noir, who seemed taken very aback by this, though he only showed it briefly.

"Me...? Why, exactly...?" Noir asked, his expression confused and guarded and yet curious at the same time.

"Ozpin wants to see ya in his office, kid. There's something he wants to talk with ya about." Qrow replied, and every head turned towards Noir, the same question on everyone's mind: Why would Ozpin want to talk to him, of all people?

"I see...and if you don't mind, I'd prefer it if you'd call me by my name. It's Noir." Qrow raised an eyebrow at this blunt statement and then grinned.

"Okay then, Noir. Anyways, I decided to come get ya myself, figured you'd be out here after that fight. Seriously, how are you not graduated with that kinda skill, kid?"

Noir looked Qrow in the eyes and replied with the same words he'd used just a few days prior. "Skill in the ring can't be matched by experience in the field. I've found that patience is far more beneficial than rushing in headfirst. I would rather complete my time here and know for certain that I am ready, instead of overestimating my skill and likely getting myself killed in the process."

"Smart, skilled, _and_ cautious. I see why Ozpin likes ya, kid." Qrow grinned, finally managing to shake Ruby off his arm. "Come on, we shouldn't keep him waiting." And with that Qrow strode away towards the airship that'd brought him to the colosseum. Noir hesitated for a moment before turning to Yang and whispering to her.

"You'll see me later, I promise." He smiled at Yang, and she smiled back whispering as well.

"You wanna go out tonight? I know a good place." Yang grinned as she whispered back to him.

"I know somewhere better, and...a bit more secluded than Junior's Club." Noir smiled as he gave Yang a sly wink.

"Ahem." The couple jumped and turned in the same direction to see Qrow watching them with a raised eyebrow. Noir, turning a bit red, nodded to Yang before quickly moving over next to Qrow, who gave an amused smirk as he led Noir to the airship. As the ship took off and flew towards Beacon, Qrow could not resist the opportunity to bust Noir's balls.

"So, you and Firecracker, eh? How long's _that_ been a thing, eh?" Qrow couldn't help but smirk as Noir tensed up, turning very red.

"W-we've known each other nearly a year, a-and we started d-dating a few weeks ago..."

"'Dating', eh?" Noir fell silent at this and Qrow chuckled at his reaction. He was loving every second of the interrogation, as it seemed that, for all his outward appearances, he was quite a nervous and socially awkward individual, maybe even a shy one. Qrow just chuckled a second time and let Noir sit in awkward silence, and the airship soon docked at Beacon, both of them disembarking onto the docking area, where Goodwitch was waiting for them.

"Hello, Mr. Harceleur." She greeted Noir as formally as ever, nodding in acknowledgment to him as he bowed respectfully.

"Professor Goodwitch." Noir greeted just as formally, inwardly relieved that he was no longer being interrogated by Yang's uncle, and Noir had to resist the urge to wince every time Qrow came close to him; the man smelled like he slept in a brewery.

"Professor Ozpin and Specialist Schnee are waiting for us." Goodwitch turned and began leading Noir and Qrow towards the Clock Tower, and at the mentioning of the name Schnee, Noir couldn't help but stiffen slightly. Noticing Noir's reaction, Qrow placed a hand on Noir's shoulder as they continued walking.

"Relax, kid, she's alright. She's just here cos Ironwood ain't here." Noir looked up at Qrow, not quite sure how to react and yet sensing the seriousness of the situation as his mind went into overdrive.

"How long has he-" before he could finish, Qrow cut him off.

"We'll explain when we get to Oz's office." Noir feel silent as they entered the elevator, beginning their long ascension to Ozpin's office at the peak of the tower. The elevator was silent as they ascended, with Noir's mind in maximum overdrive. He had no inkling of what was going on, and the more he thought it over, the more concerned he was that he was about to be caught up in far more than he'd ever been in his life.

Finally the elevator doors slid open, and Noir got his first look at Winter Schnee, who stood off to one side of Ozpin's desk, as straight and formal as ever, with Ozpin himself behind his desk in his seat.

"Ah, Noir. Thank you for coming." Noir entered the office and once more bowed in respect to Ozpin. The headmaster had always been held in very regard for him, and in many ways Noir even idolized him. For as long as he'd been at Beacon, Noir had silently admired the headmaster, and never in a thousand years did Noir think he'd find himself standing in the headmaster's office.

"Professor. What can I do for you?" Noir greeted, looking around at the four adults surrounding him, realizing that, perhaps with the exception of Qrow, each adult in the room was one of authority. Ozpin and Goodwitch were both very authoritative figures at Beacon, while Winter Schnee, judging by her uniform, was an Atlas Military Specialist. The moment Noir realized this, his eyes narrowed into near slits, looking from one person to the other rather coldly. "Would you mind telling me what the hell is going on here?"

"Noir!" Goodwitch glared at him as his tone changed from respectful to cold and edged.

"That's alright, Glynda." Ozpin stood from behind his desk and walked around to stand in front of it. "Noir has a good reason for feeling guarded. After all, anyone would be in his spot." Ozpin smiled a little as he looked down at Noir, with Qrow walking around and leaning against a pillar. "So, Noir. Since you are wondering why you are here, the four of us will fill you in. However, what we say to you, we say to you in confidence. What we discuss here cannot leave this room."

"I wouldn't be alive if I didn't know how to keep my mouth shut." Noir said flatly, eliciting a grin from Qrow and a wry chuckle from Ozpin, and even Winter seemed to give a small grin.

"Fair enough. Now." Ozpin walked back towards the window of his office, pausing for a moment before continuing. "As you're undoubtedly aware, criminal activity in Vale has come to a complete stop since the Grimm Invasion and the arrest of Roman Torchwick. In addition to this, however, there have been...newer developments." Noir remained silent, his expression exactly the same as it was minutes ago, and when he didn't respond to this, Winter also put in.

"Three days after the invasion was pushed back, General Ironwood ventured out to Mountain Glen with a small legion of Atlesian Knights. They traced Torchwick's train back to the old city and went there to investigate." Winter paused for a moment before continuing in a sombre voice. "He has yet to return."

"Meaning he's probably dead." Qrow said from his spot across the office, and Winter flinched visibly. "In addition, Grimm activity has been eerily non-existent as well. And just about a week ago, as I'm sure you heard, your friend Topaz and his partner were attacked. The person they described as their attacker matched the description of an assassin I myself had a run-in with a few months ago." At this, Winter visibly stiffened.

"You failed to mention that before!" Qrow winced in annoyance and put a finger in his ear.

"Geez, could you yell that any louder?" This question actually came from Noir, and Ozpin chuckled as the faunus covered the ear facing Winter, the Atlas Specialist shooting him a icy glare.

"Anyways, right after the attack on the first years, Torchwick turned up dead." This particular bit of info made Noir stiffen, and his eyes narrowed as he began turning over this new information in his mind.

"What we would like to know is, in light of this new information, is there anything _you_ may have seen or noticed that we haven't? Your observational ability and deductive skills may lead us to something we didn't think of." At this inquiry from Ozpin, Noir looked at each of them, his expression flat as ever, and he began pacing a little, his mind working at top speed as he thought over this new information.

"I'm not sure what I can add, nor that I may have seen something that you didn't, however, I am aware that the academy is infiltrated." The adults all looked at one another as Noir continued. "It hasn't escaped my attention that Atlas's Military presence in Vale has multiplied in the last few days, nor did I fail to notice that security at the CCT has been increased. I've noticed everything that's gone on at the Academy in recent months, and I've heard the whispers of what's been going on." Noir looked from one adult to the other. It was clear that the strength of Noir's perception was beyond what they'd expected. "I'm not stupid, nor am I aloof. I'm well aware that things are not as they should be. Nor do I believe that these recent events are accidental."

"You'd _have_ to be stupid to think they are." Qrow remarked, and Noir winced at the interruption.

"Exactly. I believe that this goes beyond Beacon. And beyond the Academy's infiltration. I believe there's something a lot larger at work." Noir continued pacing as he glared at the floor, out of concentration. "And whatever it is, it's only a matter of time before we see it come to fruition, unless we can figure out how to stop it before then."

"Kid knows his stuff, Oz." Qrow grinned. Winter also had to admit that Noir had a much better grasp on the situation than they'd first thought. Noir knew exactly what they knew, and had learned it through observation and deductive reasoning.

"I see your grip on the present is better than I'd expected." Ozpin remarked with a smile. "Noir, I think you be a valued addition to this counsel. With a pair of eyes and ears like yours in the student body, observing and listening where we can't, we very well may discover what's going on. That is, if you are willing to join us."

At this, Noir stopped in his tracks and looked at Ozpin in surprise. "You...want me to be apart of your circle, Professor?"

"I do. And I believe Glynda, Qrow and Winter agree with me on this. If you will join us, Noir, we will be privileged to have you." Noir stared at Ozpin, unable to fully believe that Ozpin, someone Noir had enormous admiration for, was actually asking him for his help. Noir, thinking hard for a moment, hesitated, not sure what his answer was, before gathering himself and looking at each adult in the room.

"I will be honored to be a member of this council, Professor. I will do my best to get to the bottom of this as soon as I can." Noir declared. Ozpin smiled down at Noir and placed a hand on his shoulder.

"You've always been a good student, Noir. I see you one day becoming one of the greatest huntsmen to ever live." Noir bowed his head humbly.

"Thank you, Professor. That means more than you know." Noir then finally returned Ozpin's smile before looking at each member of the council. "If I may, I have other plans for this evening, and I would very much like to take my leave."

"You may, Noir. Enjoy your evening, and may you continue to perform exceptionally as you have been." Ozpin bowed his head to Noir and then turned to walk back to his desk.

"I'll show him out." Qrow said, grinning widely as he entered the elevator with the young faunus. As the door closed, Winter turned to Ozpin with a narrow-eyed look.

"Are you sure about this, Ozpin? As skilled and as smart as he is, I don't think he's the right one to add to this council. Perhaps Pyrrha Nikos would have been a better addition, she is, after all, world renowned as a combatant." Ozpin was silent for a moment before replying.

"Noir Harceleur has experience beyond his years. Miss Nikos is indeed skilled, but she does not have the experience nor the intuition and insight Noir does. She's smart, no doubt, and one of the best students at Beacon by far. But as Noir himself said. Skill and smarts do not compare to experience in the field." Ozpin looked Winter in the eye, his own looking almost uncharacteristically serious. "Noir may be only 18, but he has seen more than any student at this academy, and he is better suited for this than anyone else."

"I do hope you're right, Ozpin. You place great faith in him, and he certainly trusts you as a leader. If he should fail, it will be on you." Winter coldly replied.

**X-X-X-X-X-X-X-X-X-X-X-X**

As Noir and Qrow descended in the tower's elevator, the silence between them was much less awkward and now one of mutual respect. Qrow's initial impression of Noir had been one of a silent, aloof, and antisocial individual, yet the discussion with Ozpin had revealed that Noir was far more than he seemed, and his grip on reality and penchant for facing it regardless of its brutality was something that reminded Qrow a lot of himself.

"Qrow." At the sound of his name, Qrow looked down at Noir, who seemed to be deep in thought. "Between us, I believe the assassin you mentioned may be here. At the Academy." Qrow's eyes narrowed, his grin dropping.

"Why do you say that, kid?"

"Because there is a student here, claiming to be from Haven Academy, who fights unlike anyone I've ever encountered. He took down Coco Adele and Yatsuhashi Daichi single handedly and did so without even breaking a sweat. He moved faster than anyone I've seen, and was high on adrenaline the entire time, and yet he somehow had the strength to knock out Yatsuhashi with one punch to his face." Qrow thought hard on this for a moment before speaking again.

"What weapons did he use?"

"Swords, two of them. He combined them into one big sword one that was nearly as long as he is tall." Noir looked at Qrow from the side. "Sound like what the assassin used on you?"

"No, with me he used something else. It was a sword, but not like the one you described. More like a short sword, only curved, like a scimitar, and it had fire dust infused with the blade." Qrow thought more on this before turning back to Noir. "You really think this...kid...is the assassin?"

"I suspect it, but I don't have evidence to know for certain. It's only a theory." Noir turned back to facing forward. "I intend to wait and see if any evidence can be found to support it. I'm not jumping to any conclusions just yet."

"Nor should you kid." As they reached the bottom, the door opened, and Noir smiled to himself as he heard Yang and the others waiting outside, and was about to walk out to greet Yang, but stopped as he remembered Qrow was still there. Suddenly nervous, Noir turned back to Qrow, who seemed to sense that Noir was nervous because he was Yang's uncle.

"So. That's what you meant when you said you had other plans, eh. You're plannin' on a date with Yang?" Noir turned a bright shade of scarlet and looked away a bit shyly, and simply nodded. Qrow chuckled and reached in his pocket, pulling out a small square package about an inch or so wide, and slipped it into Noir's hand. "If you're plannin' on anything _extra_, take this." Noir took one look at what it was and turned a vivid shade of red that rivaled his eyes. "Taiyang forgot one of those once, and, well, you may fuck the result."

Noir was so red it was a wonder he wasn't passing out, and as he looked down at the object his hands he managed to stutter out. "Um...th-thanks...?"

"Hey, no problem, kid." Qrow grinned and patted Noir on the back. "Just treat her good."

"O-of course..." Noir could barely speak, he was so embarrassed by what Qrow had just handed him.

"Good. Or else Daddy Taiyang and Uncle Qrow will rip your balls off, kiddo." Qrow grinned. At this, Noir looked up at him with a bit of a wry grin.

"I don't doubt it. Though, I think your blonde niece would be several steps ahead of you."

"Heh, good point."

"Anyways..." Noir looked up at Qrow with a bit of a grin, his blush slowly disappearing. "I don't want to keep her waiting." Not knowing what else to do, Noir nervously raised his fist for Qrow to bump it. Qrow, grinning, bumped Noir's fist and winked.

"Get it in, kid. Become a man." Noir, blushing once again, nodded a bit shakily before heading towards the exit. As he did so, Ozpin, emerging from the elevator, approached Qrow from behind with a knowing smile.

"You forgot for a moment that he's going on a date with your niece, didn't you." Qrow took a very deep breath.

"Yeah pretty much. Well...I'm gonna drink to forget that..." Qrow reached in his pocket to get out his flask.

"You would drink either way." Was Ozpin's knowing reply.

Noir exited the building to find Yang, Ruby, Blake, and a fully recovered Weiss outside, and upon seeing him, the team all walked over to greet him.

"I saw your fight on my scroll in the infirmary! That was amazing!" Weiss exclaimed, smiling as she greeted Noir first.

"Weiss." Noir smiled at her widely. "I thought you'd need a few days to recover."

"Since Yang will be in the finals, and not me, the nurses felt I'd recovered enough to leave." Weiss smiled, genuinely heartwarmed to know Noir had felt concern for her. "I look forward to seeing you in the finals as well, after that match with Team ACVR." Noir smiled and humbly bowed his head.

"Thank you, Weiss." He then looked at each of them, smiling wider as his eyes rested on Yang's, her own passing a silent message to him, which he received. Weiss caught on immediately as well.

"Well, since you two seem to have plans, we'll leave you be!" Weiss quickly said as she ushered Blake and Ruby away before either of them had time to protest, leaving Noir and Yang still looking into each other's eyes.

For several long moments they simply gazed at one another, lost in on another's gaze before Yang moved forward, throwing her arms around Noir's neck and kissing him firmly on the lips, a kiss Noir returned with equal vigor, his arms wrapping firmly around her waist as her scent once more filled his nostrils. For a long moment they remained like this, their bodies pressing to one another as they let themselves become lost in their kiss. In that moment, there was nothing but the two of them, nothing else in the world, nothing t bother them, nothing to break them apart, and nothing to ruin this moment for them. For the first time in what felt like forever, the two of them were alone, with no one but each other.

After what felt like several minutes, the kiss parted, and Yang rested her forehead on Noir's, the two of them gazing into each other's eyes, and both of them smiling as they each felt the same warmth spreading from their hearts outward. Noir felt more close to Yang emotionally and physically than he'd ever felt towards anyone else, and he couldn't explain even to himself the feeling in his heart that blossomed more into being with every passing moment he and Yang gazed at one another. Yang, gazing into Noir's red eyes, felt the same blossoming feeling in her own heart, a feeling she'd never felt on this level towards anyone, a warmth like fire that made her heart pound as she gazed into his eyes, seeing that they were opening up to her, allowing her to look into the young man that held her in his arms.

For several long moments they remained like this, simply gazing at one another, before Yang said is a soft caressing voice, "So~ You said you know a place where we can be alone~?"

Noir smiled and gently rubbed her lower back, speaking in an equally soft voice that seemed to bring out the lower register of his voice. "I do. If you'd like, I can take you there easily, but just one thing..."

"What is it?' Yang looked into his eyes, and Noir felt slightly awkward as he looked back into Yang's.

"Do you think we could probably go get some food first...? I'm not sure about you, but it's been hours since I last ate, I had to hold off before my fight so I wouldn't, well, you know, get sick..." Noir's voice trailed off as he felt as though this question and explanation was completely killing the moment, and that already he was messing up by doing so, but mere seconds after trailing off, Yang's stomach gave an audible growl that sounded to Noir like a beowolf challenging an ursa. Yang, hearing her stomach growl so loudly, turned rather red as she giggled a bit.

"You know, now that you mention it, I am just _starving_ right now." Yang admitted with an awkward grin. Noir grinned back and nodded a bit.

"I know a place near the fairgrounds that could serve both our interests if you don't mind flying?" Not once during this exchange had either of them let go of one another, and were still standing in close embrace.

"I think all the airships are locked up for the day, but I could get Bumblebee?" Yang offered.

"Who said we'd fly in an airship?" was Noir's reply and he accompanied it with a small wink. Yang's eyes widened as she caught his meaning and she grinned widely, nodding eagerly.

"Please do." Yang insisted, feeling legitimately excited at the thought of Noir flying her to the fairgrounds. Noir smiled widely and spread his wings wide, and a moment later, Yang's heart leapt as her feet left the ground, and as they went further and further into the air, Yang looked down towards the ground, the adrenaline pumping through her veins as Noir took off flying at high speed towards the fairgrounds, the increase in speed and the spike in her heart rate more thrilling than anything else she'd experienced.

"WOOHOOOOOOOOOO!" Yang whooped in exhilaration as Noir dove towards the ground, and just moments before he impacted, spread his wings wide again, pulling out of the dive and then landing gently on the ground near the fairgrounds. "Wow...I have no words, Noir~!" Yang smiled widely, Noir returning the smile as all thoughts of hunger suddenly left her mind. "You know what, screw getting food, I'm not even hungry, I wanna fly some more~" Noir grinned and chuckled a bit, thankful he kept food on his person.

"I guess I can do that." Noir grinned widely as he turned Yang's back to him, wrapping his arms tightly around her waist. "I think this will work better for you, just hold on tight to me, alright?" Yang nodded eagerly back to Noir as he took a deep breath, spreading his wings once more.

Yang's heart nearly leapt out of her chest a second time as Noir took off, her feet leaving the ground once more as Noir flew high into the air, the ground dropping out from under them as he accelerated into the air, and as they climbed higher and higher til even the Clock Tower was under them, Yang felt her heart flutter, clinging tightly to Noir's arms as he held her tightly to him, their flight more thrilling to Yang than any other experience as he hovered there for a moment, hundreds of feet in the air, and a moment later, he went into another falcon dive, descending headfirst towards the ground at a steadily accelerating speed. Yang whooped and hollered in excitement as they descended several hundred feet in mere seconds, Noir pulling out of the dive and gliding at high speed over the City of Vale, the people below little more than ant sized from their height. Yang, thoroughly enjoying herself, looked back at Noir over her shoulder, smiling widely as her eyes once more met his, and Noir returned her smile as he gazed down at her. No couple had ever experienced what these two were, enjoying one another's company over 800 feet in the air, with nothing to stop him from dropping her, and this didn't even matter to Yang, for she trusted Noir with all her heart to not drop her.

"Yang~" Noirs voice was little more than a whisper, and yet at their height, with not a single sound around them to interrupt them, Yang could hear him perfectly. "From here we can find that place I mentioned quickly. Shall we go there?" Yang smiled at him and reached back to caress the handsome face that gazed down at her.

"Go for it~" Noir didn't need telling twice, and with that, he began a rapid decension towards the ground, holding Yang to him as he beelined it for what looked like an odd formation in the cliffs on which Beacon rested, and in moments had arrived there, pulling out of his descent and landing gently on a precipice that overlooked the entire city, and gave an uninhibited view of the sun setting on the horizon.

"Wow..." Yang's lilac eyes gazed out at the view in awe as the adrenaline from their flight died down, and she turned to Noir, gazing into his eyes as they both stood there, still high in the air, overlooking the city. At that moment, in the light of the setting sun, hundreds of feet in the air, Yang felt her heart pounding out of her chest, the warmth she'd felt before continuing to blossom outwards, and as she gazed into Noir's eyes, she felt a surge of desire unlike anything she'd ever felt, and as she gazed into his eyes, he leaned forward towards her, his red eyes filled with the very desire she also felt, and a moment later their lips met once more, and they stood there for a long moment, their lips locked and their eyes closed as their passion overwhelmed them. After a long moment, or maybe hours, or maybe what could have been days, their lips parted, and for a moment they simply gazed at one another, just as they did earlier, but now there was more to it.

"Noir..." Yang's voice was lower than before, and even a bit husky sounding. "I think I'd like to be somewhere more...private right now. With you." Noir simply nodded and hugged Yang to him, her head resting on his chest as he took off once more, flying towards Beacon's dorms not far from where they were. His dorm window was open as they approached, and a moment later their feet touched down in the middle of the dorm floor. The room was almost empty save for one solitary bed, and as Yang looked into Noir's eyes a silent message passed between them, and Noir reached in his pocket and pulled out the square that Qrow had given him.

"Courtesy of your Uncle." Noir said with a small grin, a blush spreading across his face as Yang giggled.

"He gave you a condom?" Her giggling was almost hysterical. "Do you even know how to use one?" Noir's blush spread across his face and he looked down shyly, shaking his head slowly. Yang just giggled and shook her head, taking it from his hand and tossing it in the trash. "It's expired anyway. Come here." Yang pulled Noir into another passionate kiss, and Noir, overcome by emotion, kissed her back, and now, in the privacy of Noir's dorm, something passed between them, and their passion was unhooked in a second.

Yang pushed Noir's back to the wall as their kiss intensified, and a moment later, everything became a blur of color, emotion, sound, and light. Clothes were shed in mere seconds as Yang pushed Noir onto the bed, their lips never parting for even a second as the cool air struck their bared bodies, and their tongues wrestled against one another as the passion flowed between them, neither of them focusing on anything aside from each other, and Yang moaned as she felt Noir's hands on her, touching her, caressing her, holding her as their bodies joined for the first time.

Pure ecstasy flowed between them, Noir's pale body covered in sweat as Yang looked down at him, their eyes locked now as her moans escalated in volume and intensity, the pleasure and ecstasy shared between them escalating with every passing second as it built towards an inevitable peak, and as their passion continued to build, Yang's moans did as well, and for once, to Noir's ears, the volume did not even phase him. Her voice was pure music to Noir's ears, and no amount of volume could ruin that.

"NOIR~!" Yang's moan of ecstasy reached the heavens as the two of them climaxed simultaneously, and as Yang collapsed on Noir, everything blacked out, the two of them clinging to each other as the room faded away, fatigue overtaking the both of them...

Hours later, the two of them lay in Noir's bed, the comforter covering their naked bodies as Yang cuddled up to Noir, her head resting on his chest and his arm tightly wrapped around her as her breasts pressed to his torso. The two of them lay there, the room silent but for their slow steady breathing, and Yang, tired but awake, smiled at Noir as she finally understood the feeling she felt towards him, and he smiled back as he finally comprehended his own.

"I love you, Yang." The words left his mouth with a feeling of rightness, a feeling that it was exactly what he felt, and the words were simple enough to convey what he felt, and yet not nearly enough to do it justice.

"And I love you, Noir." was Yang's softspoken reply.


End file.
